Stars Dashing
by Thunderstarwarp
Summary: The Decepticons split forces to keep the Autobots on Earth while the others look for energy on an other planet that being Equestria. Will one of the Decepticons look at the planet like he used to and see it for the beauty that it is? StarscreamxRainbow
1. A point in time

Stars Dashing

By: Thunderstarwarp

**Chapter 1** At one point

I've been through one pit of a week, or should I say hay? Oh what's the difference? But I guess I'm going to have to get used to it eventually, there's no turning back now. What's done is done and I can't change anything now…ironically, this is the only time in my existence I can think of where I believe I had made the right decision with no regrets.

I looked over the organic primitive town that I could see from the air perfectly. It's strange to see a town like this when majority of one's time has been on other planets but I'll adapt as I have with the others.

"There you are!" I turn around to see a cyan female pegasus with a rainbow mane fly toward me "You know I've been looking everywhere for you! It's time get some sleep, weather patrol isn't going to be easy tomorrow!"

I sigh, new duties, new position, all things I had to get used to…

_-One Month Ago-_

Megatron sat in his thrown on the Decepticon star ship called 'The Nemesis 2'. It was very similar to the original Nemesis which was still residing at the bottom of the sea on Earth. The only major difference between the two was that current one was more up to date and energy efficiency has been improved immensely from the old ship. If there was any benefit of coming to Earth and getting a few energy runs, it was the human's surprising efforts to save energy.

Megatron as well as a small group of Decepticons were deep in the solar system. Starscream recommended that they look for an alternate planet for resources but also keep the Autobots focused on Earth so they wouldn't be able to leave Earth. It was risky but if there was one thing that his second-in-command and himself agreed on, it would be that the stalemate needed to end and random energy runs on Earth weren't cutting it.

"For once Starscream, you've actually gave a good suggestion. Give a few more and I may let you be guardian of Cybertron as well." Megatron said aloud smirking.

Starscream as well as Soundwave and Thundercracker were manning the other controls of the bridge. "Oh, it is merely showing my total dedication toward you and our cause my lord." Starscream spat with sarcasm.

Megatron let out a dry chuckle at his Air Commander's remark. In a way it was a game to him now, he never would give Starscream the satisfaction of winning an argument but did like his remarks occasionally, but only when he was in a good mood, otherwise the seeker was only good for a punching bag when he spat his remarks.

Starscream only shook his head in annoyance as he continued controlling the ship. It was safe to say that he didn't have the mutual emotions on their arguments.

"Megatron." A monotone voice announced thus Megatron turned his attention to the communications officer known as Soundwave "Organic planet is in range."

"Put it up on the main screen." The Decepticon leader ordered which Soundwave complied.

The main screen showed the planet. It was mostly green which showed that it was mostly organic planet. The environment seemed to be very clean and all things seemed to be like a very peaceful, very vulnerable planet.

"Well, it seems that we have a winner." Megatron smirked.

Starscream only curled a lip "It seems that it is easy pickings. What is the identity of this planet?"

Soundwave typed in more information. "According to the Iacon's dated Data tracks; the planet has been identified as Equerstria."

"Equestria…" Megatron said silently while rubbing his metal chin.

"Considering how old the track is, I believe that the information is useless." He then turned his attention to Soundwave "Soundwave, eject Laser-"

"Disregard that order." Megatron interrupted.

"What? We can't just attack the planet with no-"

"I wasn't planning to!" Megatron interrupted getting angry again "I feel a more sryvos on approach is required for this." he paused for a moment as if he was pondering "Starscream, Thundercracker, get Skywarp and begin surveying the planet. Do not, I repeat, do not interact with any of the residence of the planet or act hostel. You are to report to me with any of you findings." And with that he got up from his thrown and left the bridge "I'm sure even you can do that Starscream." And with that he walked out completely.

The red seeker growled as he raised his right null ray toward the door but didn't fire it. He merely growled in frustration and lowered his arm. Thundercracker was just watching his with his arms crossed, having seen similar scenarios before and didn't see this one any different from the others.

Starscream then turned his attention to the blue seeker and gave him simple glare before making his way to leave "Thundercracker, get Skywarp and tell him we are to survey Equestria in 300 astro seconds."

Thundercracker merely nodded and followed him out and Soundwave went back to his duties controlling the bridge.

_-On Equestria-_

"Well Congratulations Darling, I'm very happy for you." Rarity said to her yellow pegasus friend.

"Yeah! Who would've thought that Fluttershy would be the first out of all of us to get a stallion!" Pinkie Pie exclaimed.

The mane six were congratulating their yellow pegasus for her recent beginning of an official relation ship with Applejack's brother Big Macintosh. It wasn't really a secret to Applejack, she saw the connection a mile away. Rainbow Dash saw it too but was forced to keep it a secret. It was only till now that Fluttershy finally decided to tell her friends about it.

"Oh thank you! It's been a great start for the both of us, Angel is still having trouble with accepting Macintosh around but I think they'll warm up." Fluttershy said to her friends.

Applejack merely smirked "Good for you sugar cube. My brother is treating ya alright?" she said both in a half serious half joking manner.

"Oh yes, immensely so! He's been very patient with me and has been doing everything he can to help with the animals."

"Yay! I think it is time for a party!" The energetic Pink pony said while jumping in the air.

"Come on Pinkie, it's just them getting together, their not getting married or anything." Rainbow Dash said in annoyance but still happy mood. "Besides, I think it's time for me to practice my moves for the Wonderbolts!"

Rainbow Dash was really just trying to find a reason to get away, not because she was jealous of Fluttershy and she didn't care about having to be in a relationship at the moment, she just wanted to get the conversation along. This was all old news to her and if it was doing anything it was just boring her.

"Oh, are they coming to Ponyville?" a lavender unicorn named Twilight Sparkle asked.

"Well" she scratched the back of her head with her hoof "No but, they always say practice makes perfect!"

* * *

><p>Well this is something I thought I'd never write a fiction for. In case you're all wondering, this takes place in the G1 Transformers and the Friendship is Magic universes.<p> 


	2. Intelligence

**Chapter 2** Intelligence

The three Decepticon jets made their way through the planet's atmosphere with ease much like their own and planet Earth. They were in a triangle formation, all of them in their vehicle modes with Starscream in the middle and Thundercracker and Skywarp were on the sides of their wing leader.

"Thundercracker, Skywarp; split up and find anything that can be useful. Remember to report all you findings to Megatron." The Air Commander ordered his wing mates.

The blue and the purple jets complied by following the instructions their commander gave them. Starscream himself boosted his thrusters and went forward to see anything. While he really didn't have much of an objective he was looking for anything that might be important, weather it be the actual residence of the planet or a town or anything really.

While looking for anything of interest the red seeker started to look back on all the things that occurred of the last couple millennia before the war. Before the war, Starscream was a scientist and explorer with his partner Skyfire. Back then, all Starscream cared for was see the beauty of the unknown and the science behind it.

However, after losing Skyfire in a developing planet Earth and enlisting in the Decepticon uprising, he started to change. Losing sight of his love for science and exploration, the power of authority corrupted him, to the point where all the things he loved and cared for were now seemed nothing to him, all he wanted was power.

The red jet raced across the skies and just glanced around planet. In many ways it looked a lot like Earth if it was never colonized by the humans. Starscream couldn't help but feel nostalgia of all the things he did all those years ago. Observing, studying, and everything else he did back then as an explorer.

He couldn't help it. The jet transformed to robot mode and landed in an open field that was over looking a hill. He took a quick look around the organic planet and merely observed them. It really was a sight to see, it's been so long since he's been alone on a planet such as this and just observe. Once again memories of nostalgia came back to him…simpler times…

"Starscream!" a loud voice rang through his audio receptors. "You're late with your report! Don't tell me you can't even do something as simple as that!"

The seeker growled before answering "Starscream here. I'm currently observing the wildlife and the plants."

"And?"

"The plant life is much like Earth's, however, I haven't run into the primary species of this planet.

"Well what's taking you so long? Go search for it!" and with that the leader tuned out.

The red jet growled as he continued to walk through the open field. It really was a beautiful sight. There were plenty of trees and the grass was greener than most planets. Nearby, close to the cliff, trail could be seen that was also surrounded by trees along the path.

He shook his head. No time to relive the past, he was a Decepticon, and his duty was to conquer this planet. He signed and then made his way to the cliff to catch sight of a town. It was about the size of an average human settlement. The buildings seemed to be a little primitive but they were close to the human standards of construction.

The seeker opened up his cockpit and removed a set of cybertronian binoculars. They are like a small rectangular box with a single optic. It had father range than any human binoculars.

The seeker looked through them and was able to see the town clearly. And what he saw surprised him, they were all Equidae creatures that ran it. They didn't look too far different the ones on Earth. However from this range, they looked a bit smaller and body structure was a bit different.

He then opened his comlink to Megatron "Starscream calling Megatron…Starscream to Megatron…Acknowledge Megatron."

"Megatron here. What have you found?"

"It seems that part of the primary residence of this planet is dominated by Equidae creatures."

"What? What does that mean?"

The seeker smirked. This is one of the few things he could have fun with his leader and that was stumping him with scientific knowledge. "The Equidae family is mostly four legged creatures Megatron. On Earth they were mostly identified as horses or ponies."

"They dominate this planet?" Megatron asked in surprise, since he actually knew what a pony was.

"Yes, but they unique from the ones on planet Earth. The color ranges are very different here. They range from the colors of Earth ponies to many others, red, blue, pink" he continued to list all the different colors that he saw through his binoculars.

"Interesting."

"Also they seem to function like any organic society. On a technological level they don't seem to be very advanced."

After he finished that statement he gasped. He saw lavender pony with a horn elevating an object with telekinetic abilities. Just as he was focusing on that, a rainbow figure flew by that that caught his attention. He followed the figure to see it stop and got a clear few. It was a sky blue pony but she had feathered wings and a rainbow mane…it really was a strange sight to see. But it really did interest the former scientist.

"What is it?"

"The ponies…some of them anyway…seem to process telekinetic abilities."

By the silence he could tell Megatron was surprised as well. He stayed quite for a moment till saying "Anything else?"

"Hmph, it also seems that some of them can fly. They process feathered wings like a bird and use them as such."

"Interesting… Anything else seem important?"

The seeker took a quick look around the town to see nothing else seemed important. "No. There doesn't seem to be any kind of identity of the town. Otherwise I see nothing."

"Understood. Return to base."

"What are the reports from Thundercracker and Skywarp?"

"Thundercracker seemed to come across a town that seems to hover in the sky. Skywarp discovered a palace like place. It may be like the government of this planet or if it is like Earth, one for this location. Now stop fooling around and get back to the ship."

Starscream only smirked in anger as he turned off his comlink before flying into the air, transforming and making his way back to the ship.

_-In Ponyville-_

Rainbow Dash was currently in the air doing her usual tricks in the air flawlessly. Despite he rushed attitude even she understood that knowing the basics was very important if one was going to learn the more complex.

She wasn't alone however, Twilight decided to sit back and watch as well as Fluttershy. Applejack had to get back on the farm, Rarity had orders to complete and Pinkie had a party to worry about…not like she was complaining though.

"How come you decided to stay?" Twilight asked the yellow pegasus.

"Oh the animals are all taken care of fortunately. Angle said that he got everything up tight. Though…do you think that is okay…maybe I-"

"I'm sure it's fine." Twilight confirmed "How come you're not with Macintosh?"

"Oh, I couldn't disrupt his work. It would be most inconsiderate if I was to interrupt his work, besides it's been quite some time since I spent time with you guys."

Before Fluttershy announced her recent relationship with Macintosh she has been taking some time away from her friends to spend time with him in secret. She did miss her friends though and Macintosh was the one to actually tell her to spend time with her friends like she wanted to.

Rainbow wasn't paying much attention to them and was putting all her focus on her moves. If she was going to be part of the Wonderbolts, she would need to perfect everything. After going a triple back flip in the air and then catching herself in the air, she noticed something on the outskirts of Ponyville.

It was a strange metal looking figure. It was primarily silver with a red secondary color. It also had a black head with blue forearms and hands. It also had a yellowish orange in the center of the body. It also had two large silver wings. And in an instant she saw it just jump from the cliff and morph into a different figure that was more aerodynamic, it was longer in form and the wings were now flat and it flew off in incredible speed in such a short amount of time.

"Whoa! Did you two see that?" Rainbow Dash asked excitedly.

"See what? Sorry, Rainbow, I guess Fluttershy and I were talking during-"

"Not the trick, that thing that was over out there!" she then pointed with her hoof what she meant.

The two of them looked over and saw nothing. "Um…no." Fluttershy squeaked.

"Sorry Raindbow, I didn't see it either. What was it?"

"I don't know but it was pretty big metal looking thing. Bigger than the trees and it like…transformed or something and flew away."

"Hmm…" the unicorn thought aloud "Doesn't ring a bell. Let's go to my place, maybe we'll see it in one of my books."

Rainbow lowered her brows in annoyance know the boredom that will come with it and unenthusiastically "Sure…why not?


	3. Transform

**Chapter 3** Transform

"My fellow Decepticons, I believe we have obtained enough information about this weary planet." Megatron said to his men.

In the bridge of the Nemesis, Megatron called in all the available Decepticons that he brought over when he split his forces. Now he had himself, Starscream, Thundercracker, Skywarp, and Soundwave. He did plan on calling in reinforcements from Shockwave but decided to hold on off on it unless it was absolutely necessary.

Starscream only smirked smugly at Megatron's opening statement. Some information. All they learned was a few locations and who primarily ruled the planet. What kind of information was that? Did he even consider their telekinetic abilities, and all they saw was them in their times of peace, that didn't mean they didn't have effective defenses.

"Our time has come. The only force that could even stand a chance against us is currently stuck on Earth. And if they do somehow make it off Earth, we'll have all the energy we need from Equestria." Megatron continued "It seems that this planet may even be with richer resources, according to our scans, it's safe to say that they have hardly tapped their planet's resources. Not only will this finally end the current stalemate that is between our enemies but this will also end the energy crisis on Cybertron as well. We'll attack the planet in four Earth hours."

"All Hail Megatron!" the Decepticons cheered except for Starscream for all he did was move his lips and had arm out but didn't say anything.

Megatron seemed to notice his lack of tone in his voice. It's pretty hard to miss where Starscream voice was since it did stand out much like Soundwave's, especially since there were only four of them.

"Do you have something to say Starscream? My 'loyal' Second-in-Command?"

Starscream stayed silent for a brief moment. In recent time, he started to lay off trying to take over the Decepticons and destroy or overrule Megatron but his time in silence made it harder to follow his leader's orders. For a brief time he actually tried to gain Megatron favor, in a way trying gain a favor so he would give it to him when Megatron step down. But instead Megatron continued desecrate him in front of the Decepticons and occasionally beating him into submission.

Giving in the red seeker raised his arm and yelled "All Hail Megatron!"

Megatron gave a satisfied grin and then his back to them. "Good, we are to attack the grounded town that Starscream found in the time stated."

The red jet finally stood to oppose his "Megatron if I my humbly suggest, wouldn't be wiser if we were to attack what we believe is their government, after all-" it was then the leader brought his back cannon to the side and fired at the Air Commander. It was only his leg but it was still painful and it made him shut up. He reacted by clenching his inflicted wound and looked up at his leader in anger.

"Much like everything else, you fail to see my plan. We need to show this planet what we are capable of. Once they see they are no match, they will hand the keys to the planet to us."

_-Three and a half Earth Hours Later On Equestria-_

Much like Rainbow Dash expected Twilight found nothing that was even related to what she was talking about. So after about three hours of mindless searching it was about late afternoon when she told her to forget about it and left herself. Fluttershy was them for an hour but felt she should go home and take care of the animals, fearing she was putting to much work on the little rabbit. But knowing the lavender unicorn she would be searching for hours.

As she walked out of the library which was a mess thanks to Twilight's impulse to learn everything, she could tell Spike wasn't going to have a good time. In a way the unicorn always amazed her one way or another and this one was trying seeing something that she didn't even see and when she herself quit caring you'd thing that she would too but that wasn't how Twilight Sparkle works.

The light blue pegasus walked out of the library stretching her wings. It was good to finally get some fresh air, after being cooped up inside the tree for so long and really doing nothing but lying around and rolling on the floor as she continued to look pointlessly at things that didn't resemble any of what she saw. In fact it almost got to the point where she saw stared to not care.

But in a way, how could she not care? She'd never seen anything like it. A rather large metal creature that could change form and fly at an incredible rate. Rainbow Dash was pretty fast, but she couldn't get to that speed that quickly if she tried. One thing that bothered her though, what was it doing there and why was it just looking at them. In a way it kinda bothered her, it was just watching them, she would take it as bad news but who would she tell?

She shook her head, trying to get rid of her curiosity.

"Hi Dashie!" he loud voice echoed. The cyan pegasus was fully aware to of who this was. "Hey, Pinkie, What's up?"

"A party!" Rainbow rolled her eyes "Yeah, the Cakes are hosting Scootaloo's Birthday party!"

"It's Scootaloo's Birthday!" The blue pegasus face hoofed. She totally forgot about that. Really she wouldn't concern herself with such a thing but she'd be lying if she said she didn't have a little thing for the young pegasus for admiring her and such.

"Yup! Hey why don't you join us! I'm sure Scootaloo would be really happy if you showed up!" The pink Earth pony asked.

The pegasus shrugged with a smile, it was the least she could do considering she forgot about it.

"Yay! Let's go!" and with that the pink Earth Pony and the Rainbow Dash entered the notorious Sugar Cube Corner.

Much like many filly's parties that Pinkie designed before, it was very bright, colorful and full of games and entertainment for the young ones to the adults. Rainbow always figured that Pinkie Pie got her cutie mark for a reason.

The pegasus worked amongst the large crowd of filly's that were enjoying the parties festivities. She would just fly over everyone but she couldn't spread her wings without hitting anyone. So she had to shimmer her way through but at least they were all short so it made it somewhat easier to find the particular foal she was looking for.

"Rainbow Dash!" a voice called out. The cyan pony turned her attention to the origin to see the young orange pegasus calling out to her. "You came!" She was at a small table next to one of the exits of the building. Next to were her too closest friends, Applebloom and Sweetie Bell.

Rainbow smirked as she worked her way through the crowd of fillies to get to her number one admirer. After gently pushing some kids out of the way, in which they returned, she finally was able to get to the young admirer. And upon doing so she was met with a hug on her foreleg from the young pegasus.

"I'm so glad you came! I know you're busy and all with your tricks and everything so I'm really happy you could make it."

Rainbow smirked "Hey, no biggy." It was then she thought of something "Hey, how about I show you a few tricks outside later?"

"Really?" the young pegasus exclaimed to which Rainbow Dash nodded to. It really was all she could think of since she didn't have a present. "Even the Sonic Rainboom?" she said hoping she'd say yes.

Rainbow chuckled nervously and rubbed her mane lightly with her hoof "I don't know about that but I can show you some new moves I've working on."

"Alright!" The Cutie Mark Crusaders said together to which Rainbow merely smiled.

Just them a loud boom and vibration hit the suddenly. Glasses, presents and all sorts of items fell to the floor. Most of the ponies lost their footing and fell on the floor or hitting into the nearest wall.

"Ah, What the hay was that?" Rainbow Dash exclaimed trying to get up after having her head ramming into a nearby wall.

Like usual, Pinkie Pie was the only one who didn't seemed to be affected by it "Oooh! Suspenseful party! We should-"

"Right now is not the time Pinkie!" The female pegasus yelled annoyed with her optimistic attitude, especially when they had no idea what was going on.

The children were either hiding or running frantic around room and that is where they all felt another loud, vibrating boom thus forcing Rainbow Dash to the wall again. "Alright, who the hay is causing all this?" She immediately spread her wings and made her way to the open door that was near the Cutie Mark Crusaders.

When she flew out she noticed what it was, she saw three metal creatures in the air firing what looked like magic energy beams at the town. They were targeting all the buildings causing destruction in their wake.

"Oh Celestia…" she shook her head furiously "You aren't taking this town without a fight!" And she immediately took to the air.

-_More than Meets the Eye-_

Megatron landed on the surface of the planet while the three seekers made their air assaults around the city. Upon landing and firing his fusion cannon at a tree that was turned into a residence, Soundwave landed by him also firing a small brigade of lasers toward random buildings in the town.

"It is far too easy." Megatron smirked once again firing his cannon toward the town.

As the Decepticons were doing their assault, civilian ponies were running away from devastation the Cybertronian machines were causing, from the seekers raining of lasers from the sky with occasional missile attacks, to Megatron's massive fusion cannon. Most ponies were either literally blown out of their homes or some running getting it by the impact from either of the attacks.

Soundwave got his few shots in and then opened his chest "Rumble, Frenzy, Ravage, Laserbeak: eject, Operation: Destruction!"

It was then the named cassettes came from his chest immediately made their assault. Laserbeak made his way to air staying only a few inches from the ponies' height firing its lasers at them or at least with ground. Rumble and Frenzy made their immediately open fire with their blaster pistols as Ravage was just chasing after any pony he came across.

"Ha ha, these creatures make humans look like Omega Supreme!" Skywarp mocked over their comlink as he continued to rain down his brigade.

"At least the humans tried to fight back, this is embarrassing…" Thundercracker added while doing the same.

Starscream remanded silent for a moment not really having much to add since he agreed with both their statements. So after a moment he added "This is all a waste of time and energy!"

"This attack isn't up for debate Starscream! We're here to make a statement!" Thundercracker reminded trying to get Starscream to co-operate for once in his existence.

"I think this strategy is pointless…" the red jet said growled lightly before speeding up "Split up, we'll speed up the destruction if we separate."

The two complied and left their wing leader and went their different directions. Starscream only continued his assault alone.

_-I used to wonder what friendship could be-_

Twilight and Spike ran out of their home that was attacked from the massive weapon that fired upon it. When they made it out, they saw the destruction being caused from the machines. Ponies were running every which way trying to avoid the attacks being made.

"What's going on?" Spike yelled confused trying to make sense.

Twilight shook her head and started running toward them with Spike on her back "I don't know, but we have to find out!"

"We want to get closer to that?"

"There're ponies in danger Spike! We have to at least evacuate the area!"

Just as she finished her statement she ran into Rarity who was currently running away from all the destruction. "Twilight dear! What are you doing? These…things are attacking!" They had to yell in order to hear over the explosions and firepower being used.

"We have to help evacuate the town! Where's Pinkie and the others?"

"I don't know! I know Sweetie Bell is with Pinkie, I certainly hope they're alright…"

"We have to find them and get out of here! Let's-" She was cut off by a sudden blast between them from a shot from the flying machines attacking. The blast knocked both of them away from each other.

The lavender unicorn struggled to get up "Rarity!" She then noticed the Spike wasn't on her back "Spike!"

"Twilight…" she turned her attention to the side to see the baby dragon on his side.

"Spike!" she called again running toward him and nudged him "Spike, are you alright!"

"Uh, yeah just a little bump, that's all…" he said all little wince in his voice but was able to get on his feet.

The unicorn brought him on her back "Rarity!" she called hoping she could still find her okay.

"Twilight!" the white unicorn called out hoping to be loud enough to get over the explosions. Fortunately, Twilight did hear her and was able to run to her.

"Rarity, are you alright?" she asked frantically.

"Yes, We must find-"

"Where do you think you're going?" A sneaky voice yelled firing a laser at flying yellow Pegasus who was currently flying away as fast as she could from the small red, black, and gold machine. The three of them knew it was Fluttershy.

"Help! If it isn't a too inconvenient for anyone?" Fluttershy cried flying away from the machine's weapon.

"Hold on Fluttershy!" Twilight yelled before glowing her horn. She fired her spell which fires a stream of purple energy at the pegasus's attacker.

The machine seemed to feel the impact of the attack but it didn't cause any damage. The red visor optic machine looked at where the attack had struck and saw it did nothing. "Is that the best you ponies have?"

All of them were shocked at this result, but most of all Twilight. She casted a stun spell but it didn't have an effect on it. "Show's what Starscream knows" the machine smirked then raising his blaster pistol.

The group was about to run when suddenly a rope appeared around the small machine's arm. "What the-" it was then suddenly thrown into the air, hit the ground a few feet away, thus dropping his pistol.

The group looked over to see Applejack with her lasso holding onto the machine. "I reckon a beating is in order."

"Eeyup!" a sudden voice yelled with clear anger in his voice. They turned to the side and saw Big Macintosh himself angry as he went over and gave the small machine a hard buck. The robot yelled in pain and flew back long distance, as well a two large embedded hoof prints on his chassis.

"Y'all right?" Applejack asked running toward her friends. Fluttershy flew toward Macintosh and nuzzled against him and he returned to offer some comfort.

"Yeah, good ti-" Spike was cut off from the explosion occurring nearby. All of them immediately started to run away from the attack that was upon the town. Fluttershy flew up to Twilight "Twilight, what about Pinkie Pie and Rainbow Dash?"

As they were running Twilight was clearly conflicted as to what they should do. She shook her head "It's too dangerous, we can only hope they are okay."

"But-"

"I don't like it either! But if we stay we'll all be seriously hurt!"

"No one messes with my twin brother and get's away with it!" a voice similar to the other machine's called out, stopping the ponies where they were going.

They looked over to see one that looked almost exactly the other but it's color scheme was very different. This one still had the red visor and a similar blaster pistol but the colors were mostly shades of purple.

He then fired his blaster pistol which caused the ponies to go in a panic and jump back. Like before, Twilight was the first to react, he once again attempted a spell, causing her horn to glow.

The machine noticed purple aura coming off him, he looked at himself for a second. After a moment, and nothing happened he smirked and fired again causing all of them to jump.

"Are you slipping of your studies Twi?" Applejack was first to question annoyed, all things considered, as they all were taking a step back.

"I don't know…my magic doesn't seem to work on them…" she answered worriedly as the robot came closer.

"Ha, this is pathetic. We've should've attacked this planet millenniums ago!" He then put his pistol on his back and transformed his arms into pile drivers. "Maybe you want a little rumble with Rumble!" He then started to pile drive the ground which caused a powerful rumble and a crack started to form.

"Run!" was all Applejack yelled and they all started to run back.

It was then a shot was heard, Rumble stopped by the shot. He turned around only to be greeted with a double hoof in the face as his brother did. The six of them looked to see a black stallion Earth pony wearing sunglasses with a red shirt and grenade launcher shells around his neck. His mane was blond and was shave topped, his cutie mark was a nuclear symbol. And to top it off he had a golden handgun in his holster, with a wire, on his foreleg. He also seemed to have a large tube on his back.

"It's time to hoof ass and chew hay…and I'm all out of hay." He said quietly to no one unparticular. He started to run into battle passing the ponies "Excuse me ladies" he said with a smirk and continued to run.

"Who's that?" Fluttershy asked as he ran straight into battle.

"Duke Hoof'em…" Applejack said quietly.

He started a frontal assault with his handgun firing by pulling the wire, shooting out the robotic bird that was terrorizing the ponies. Just as he accomplished that, he was attacked from behind by a black and grey robotic panther. It started to bite off his mane but he reacted quickly, he started to roll on his back nearly crushing the machine panther. The panther let go of his mane but was still holding onto his back with his paws.

"Bad kitty!" he said with his rough voice. He then hopped his back legs up making the panther to come of and bucked him hard into a nearby building.

He was far from finished. He then took a look at the skies seeing the black and purple aircraft . He groaned as he lifted the tube on his back forward, which was a rocket launcher. He aimed for a moment before finally firing into the air. A direct hit into the black and purple aircraft's engines. He jutted forward as it blew apart, it transformed to a robot and landed face first into the ground, seemingly knocked out.

"Your face, your ass, what's the difference?"

Immediately after making his statement a blast was fired from a large blue robot close to him. The impact was very strong for any pony, even this one, as he was in the air however, he fired a second rocket at the blue machine.

Once again a direct hit, right into his chest shattering what looked like glass everywhere and forcing him to fall on his back, just as the stallion did with himself being knocked out.

_-Robots in Disguise-_

Starscream continued his assault mostly just firing lasers at structures and occasionally on the ground just to startle the fleeing ponies. It was also conflicting on both sides for him when joining the Decepticons. As a former scientist it always bothered him to see such destruction. But giving into his other fairly amazing talent, flying, Starscream's skills in the skies were far more recognized and has been dubbed to be the most superior than most on Cybertron and the Galaxy. Because of that, he mostly focused on that then corruption for power. Since he's been fairly cooperative of Megatron as of late, his 'former' self start to shine through, see more than just a planet for energy.

Was it simply because the planet was still mostly organic? Was the absents of the Autobots which served as a distraction for him to focus on as opposed to his former views? He didn't know and in a way it didn't matter. He was stuck with the Decepticons or be terminated. He had no freewill and questioning his morals was out of the question.

He continued his brigade of laser on the town. Just as he was about to turn around and do another brigade on the town he was suddenly hit on the left wing hard making him lose his balance and started to twirl. While twirling he transformed to robot mode and made his attempt to land on his feet. He did so with so sliding.

"What the-" he looked up to see the cyan pegasus he saw before when he was observing the town. "Well, it seems we have pony with the ability to fight."

"I don't know who you are or where you came from, but either way, you're getting out of my town!" she yelled back.

"I admire your sprit young pegasus, but it is all for naught." He sneered as he raised his null ray at her.

He fired but the pegasus was fast and dodged it with ease. The seeker growled in frustration and continued to fire but she was dodging them with little trouble. "You're going to have to do better than that!"

Starscream growled annoyed "You think you can stop the mighty Starscream!" He growled as he transformed back to his F-15 mode and launched into the air "You'll never defeat me!" he flew around her and after getting some distance he concentrated fire on the pony.

The pegasus was surprised but not enough to freeze in place she was still able to avoid the laser fire and dodge the jet's attempts to hit her. "Come on, my place is the sky, the great Rainbow Dash!"

The jet transformed back to robot mode "Well, Rainbow Dash, I am the master of the skies, I know true speed and agility! You're pitiful race is nothing to me!" Remaining in robot mode he flew toward her firing his null rays at her. Like before she dodged him but she did something different. She counter attacked.

She flew up to him as he was about to roll around to face her again start to fire as he did she upper hoofed him with one of her forelegs in his jaw. "How'd you like that?" He only growled as he tried to grab her. But she was she was quicker.

She did a loop in the air and performed the same move to his jaw. But she didn't stop there, she then came from the side and hit him from the right side of the face, then the left, the top and even diagonally. Starscream was hardly able to keep up, all he saw was a colorful blur hitting around his face.

"Enough!" He yelled firing his thrusters hard and flying to a great amount speed in a matter of seconds, exceeding Rainbow's current speed. He growled as he opened his missile launchers and fired two at the pony from both sides. She hardly had time to react she dodged the first one and then came the second, she got on it and jumped off it, but this caused the missile to go off course and collide with the other missile, which caused an explosion.

The impact was incredibly heavy especially to small creature like a pony. The impact was knocked her off balanced and was very painful and the Starscream was going to take advantage of this. She was coming toward him and he punched her to the ground. She slide hard on the ground and bounced a bit here and there. Miraculously, she didn't get knocked out.

"To say you're endurance was impressive would be an understatement." The jet smirked as he landed and walked over to her.

"But if you're flying is something that should be critiqued greatly." He furthered pushed. She looked up at the machine glaring at the comment he made but she was too much in pain to retaliate.

"Yeah right!..." She groaned "I didn't need weapons to fight you!"

The jet smirked "Perhaps… but this is war my little pony" He raised his null ray and was ready to fire and end it once and for all. He aligned it with the defenseless pony and…couldn't shoot.

He didn't have it in him. What was stopping him? It's not like he hasn't been in a situation like this before. Believe it or not, Starscream actually never did an execution; the closest it came was the time he tried to force Skyfire to do an execution and when he wouldn't he did it for him but it turned out to be a hologram, ironically enough he felt relieved knowing they survived. It's not like he's never killed any Autobots before, it was war, happens in war. But no matter how he viewed he couldn't fire.

He starred at the creature as it starred back. His smirk disappeared into a frown, he slowly lowered his weapon. What was he doing? He stopped and studied the creature; he had the similar feeling of nostalgia as a scientist comes back. He actually did think she was a beautiful creature, minus all the injuries he had inflicted, and thought that this race was one to be admired if anything else.

The jet said nothing as he only starred at her and Rainbow only returned a questioning one wondering what was stopping him. It seemed as if everything around them was completely silent, neither of them could hear the screams and the explosions caused by the attack. She could tell there was having second thoughts and look was similar to regret. The jet then finally turned around and started to walk away, he then jumped into the air.

Rainbow Dash looked at him confused at what he was doing. In a way it looked like he was truly sad about what he'd had done. Just then, shine of light hit him and he slide into the ground, into a building, out of Rainbow Dash's sight. She looked up to see the origin.

"Princess Celestia…" she said quietly.

The grand larger white pony with a flowing aqua shade colored mane was flying in the air above Rainbow Dash. Rainbow couldn't help but smirk, she knew they were in trouble now.

"Invaders!" Celestia yelled with a loud voice that was heard crystal clear even over all the explosions being called. This was returned with some laser fire from a blue jet which she disregarded by using a telekentic spell to get control of the jet and threw him into the ground as it transformed to robot mode.

It was then a grey machine larger than she flew toward her and landed on the ground and she did the same. Rainbow Dash struggled to get out of her considering all the pain she was in but she managed to do so.

"Invaders! What is your business here?" She called out.

"You must be the ruler of the planet." The grey machine with red optics and smoking cannon observed.

"I am Princess Celestia of Equestria! Who are you and what is your purpose?"

He smirked "I am Megatron, leader of the Decepticons. My purpose here on this planet is simple; I want this planet's resources for energy." He started to walk closer "This here demonstration was to prove a point, meaning we'll do any means necessary to get what we require." He then stopped when they were only a few yards away; he lifted his fusion cannon and continued "If you don't want anymore lives taken, you'll give up all your planet's natural resources."

"I will do no such thing." She fired an energy beam from her horn which forced Megatron to take a step back but he wasn't affect in any other way. She was then upper cut by the grey machine and then punched to force her back.

"Your feeble abilities are nothing to me!" Megatron said proudly.

All the ponies were horrified by their ruler just easily being bashed up by this machine. But she wasn't finished, Megatron was about to throw another punch but Celestia put an aura shield to protect herself once she stumped the leader, she counter attacked with a telekinetic spell that picked up the leader and threw him back on the ground.

While not really damaged in anyway really, he felt he made his point. He got up as if nothing had happened "I'm giving you one week. If you fail to comply, I will destroy your race and take your planet by force!"

Soundwave came from behind Megatron as he then transformed to his gun mode. The communications officer transformer fired the Megatron gun at the Princess. She used a purple aura shield to protect herself, but the blast was too strong, it broke through and it still hit her making her fall.

"Decepticons! Retreat!" Megatron called as he transformed back to robot mode and flew to the air.

Soundwave called in all his cassettes and flew after him. Thundercracker and Skywarp also complied transforming to their vehicle modes and flew after their leader.

Rainbow Dash was horrified much like many of the other ponies to see their leader actually be over powered by anything. Even with superior magic, she was hardly able to even defend herself. The pegasus forced her way to her ruler.

"Celestia!" she called out concerned.

The Princess shook her head she had some marks from the punches and a burn mark from the blast but didn't seem to be serious injured. "I'm alright little one. Just…" She groaned "My men are coming to help out everyone…don't injure yourself anymore."

Rainbow Dash nodded and went back on her legs waiting for help to arrive.

* * *

><p>Well, that was long. Sorry if Duke Hoof'em (Nukem) was out of place but he was put there for two reasons. One because this story is in continuity with my "Adventures of Duke Hoof'em" story. So in order to make the connection more apparent, I put in there. Second reason, I wanted the ponies to have some kind of defense against the Decepticons. Don't worry, I'll explain why magic works differently on the Transformers.<p> 


	4. On an Even Keel

**Chapter 4** On an Even Keel

The attack on Ponyville was devastating to say the least. All the buildings were damaged one way or another. Many familiar places like Sugar Cube corner and Twilight's Library were almost unrecognizable. The once fresh lively ground was all destroyed and dead, mostly craters and holes all over the place with burnt and dead grass.

Sugar Cube Corner was merely a pile of rubble and wood. Absolutely nothing was salvageable from the devastation. Twilight's library was blown in half. The largest machine's arm cannon destroyed the whole top of it. The second floor still remained as well as most of the books, but it was unlivable and most of the debris from the destruction covered the library anyway.

It was late evening and Ponyville was currently being run by Celestia's guards, many of them tending to the injured ponies. There were many tents set up for the guards and the residence of Ponyville if their homes were inhabitable. Many medical tents were set up as well as food stations.

"What are the numbers?" Twilight asked one of the medical stallions concerned.

"No casualties if that is what you are asking..." he stopped for a moment before turning to a patient who was blue unicorn who currently had bruises and a nasty burn on her side. He put on an ointment on his hoof and gently placed it on the large burn "but the injuries range from minor to significant."

Twilight sighed sadly; she'd never seen such devastation. Not with Discord or Nightmare Moon. She looked around the town to see it all. All of the ponies, young and old, were all in terrible pain, emotional and physically. Many colts and fillies crying into their parent's hold, some just trying to keep a strong face on the whole thing but were clearly struggling to.

Twilight herself was trying to keep herself in check as well. What just happened was so much for her to take in as well. Town she lived in was destroyed, most of her friends were hurt, and to top it all off her ruler, her teacher, the most powerful of them all, the one who raised and lowered the sun and for a time the moon, was unable to defend them, or even herself.

She shook her head, she had to focus on what was going on right now, not what had happened, merely learn from it. She went to the back on the tent where many of the ponies were being sent to rest after the doctor had checked on them and gave them the proper medical attention.

Here all the ponies were mostly resting or trying to rest but were being interrupted by nightmares or just the pain from their injuries or the situation. The lavender unicorn shook her head and merely pressed on to whom she wanted to see and that was Rainbow Dash and Spike. While Spike only got a few bumps from being forced off of Twilight, she forced him to get checked out, even if it was just a minor bump here and there.

When she finally made it to the desired destination, which was at the end of the tent, she found Spike sitting up in a bed with a bandage on his head and Rainbow Dash who was currently lying on her legs, but was covered in various bandages. She had a two flat splints put on both her wings, several medical pads medically taped and a few bruises. Twilight was surprised to see her awake.

"Spike, Rainbow Dash, you both feeling okay?" Twilight asked with concerned.

"Eh, just a headache, nothing much." Spike answered lying back and putting a clawed hand over his head leaning back.

"Just sore that's all. Obviously can't fly for awhile." Rainbow Dash said dejectedly looking at her splinted wings. "Do you ever find Pinkie Pie and the others?"

Twilight nodded and gave a small smile "Yes, she and the little ponies were okay. She lead all of them went into the basement during the attack. None of the fillies were injured."

"Well at least there's some good news." Rainbow said with a small sigh of relief "What about Celestia?"

"One of the soldiers told me she was at the castle healing and resting. Celestia ordered Luna to take charge till she was fully healed."

"So what's happening now?" Spike asked. As if he prompted it, Spike burped out a letter.

"Oh, a letter!" Twilight used her magic to grab a hold of it and read it.

_Dear Twilight Sparkle, Student of Princess Celestia,_

_I'm informing you and your friends of the current situation that is occurring here at the castle since I'm aware that you are very close to my sister. She is healing and within two or three days she should be ready to resume her role as ruler._

_As you have probably been told, I've been given the position of my sister. I understand if you feel uncomfortable about this revelation, just as I was, but she seems to have faith in me, even when I have no faith in myself._

_Currently, I have my guards speaking to this Duke Hoof'em stallion. I've been informed by my sister that she was informed that his weapons were the only one's to have an affect against them. I've also been informed of the one week's warning from the invaders._

_Sincerely,_

_Princess Luna_

"What's it say?" Rainbow Dash asked her friend slowly getting off the bed.

"It was from Luna, apparently that one stallion who saved us from that second small machine is being called in. His weapons were the only ones that seemed to affect them…unlike my magic." She added sadly.

"I still don't get that." Spike said "How magic didn't work on them? I mean even Celestia's magic didn't have much affect against them."

"I don't know, I can't research it because the library is trashed."

"There ya'll are! Ah've been looking all over for ya." It was their friend Applejack who just came from the entrance of the back walking toward them.

"Hey Applejack. Is the farm okay?" The unicorn asked.

"Yep, not a scratch on the orchard!" she said confidently then turning to Rainbow Dash "Whoa, Dash, you really tooka beatin didn' cha?"

Rainbow only smirked "Enjoy the impact of an explosion and the fist the size of an apple tree and you'll see."

The orange Earth pony only shook her head "Anywho, Ah've been look'en fur all of ya ta tell ya dat you'll can stay at my place till everythin is back en order."

"Applejack, it's okay, we can use the tents that the guard's have-"

"Tis no trouble at all. When you'all are ready just knock on ta door." And with that walking out.

"Stubborn isn't she." Rainbow Dash said then continued "Gotta take her up on her offer though, I'm not sleeping in a tent."

_-Outside the area-_

Applejack was now on her way back, now that she had told all her friends to stay at her place for the time being. She had recently left the guard's perimeter of the area for help. They didn't occupy the entire town, they were occupying the area that was mostly residential, so around Twilight's Library but not around the actual town.

There were a couple guards walking about making sure everything was okay, namely for the few ponies that were able to actually use their homes. But most of the buildings were still empty for obvious reasons. Applejack was just as troubled as Twilight was seen all this destruction but she shook her head.

Sudden she heard a grown. She stopped and listened for a moment. She heard it again and started to follow it. Eventually she followed it to what used to be building. There she saw silver pegasus lying there in pain with his wings spread out a bit. The stallion pegasus was mostly silver fur with a black mane. His cutie mark was a test tube that was crossed with a rocket. His wings were mostly silver as well but the end of them was red and white feathers.

Applejack nudged the stallion with her hoof and he groaned again. She took a quick look at him and saw no injuries really, just a little dirty was all. She thought about just asking a guard to take him but it seemed only to hurt her pride. Letting someone take care of something or someone she found.

Shook her head and smiled "Don't worry sugar cube, I'll take care of yah."

_-Half Hour Later-_

Twilight, Rainbow Dash, and Spike were all on their way Applejack's place of residence. Spike was asleep on her back. The exited the town completely and were on the short road that lead to the farm. It was very dark out but Luna's Moon and starry night was particularly bright tonight, obviously to help out the guards and their duties for the night.

Most of the trip they remained particularly silent. Mostly because everything that needed to be said has been said, more than once. All the same questions with all the same answers. Who Attack us? What were they? Why didn't magic have an affect? They were all the same questions with all the same answers. No one knew. Even their rulers were unaware.

However, there was one thing that bothered the unicorn about her pegasus friend. She couldn't tell if it was a touchy issue but she really was curious. "Um, Rainbow Dash, what exactly happened to you?"

The cyan pegasus just crooked her neck "Eh, nothing much, just fought the red one."

The unicorn was horrified to hear that "You fought one of them! What were you thinking?"

"Look Twi, I wasn't going to let some metal giants take our town alright!" Rainbow retaliated angrily lower her down as they kept walking alone.

"What happened though? I mean how did…" she trailed off.

Rainbow just smirked and started her story "Well Starscream was doing his-"

"Starscream?"

"Oh yeah," the female pegasus said with her mood lighting up a bit "When he was trying to shoot me, he said being 'the mighty Starscream' or something."

"Okay, that makes sense I guess." Twilight answered "Continue, sorry for interrupting."

"Yeah so, pretty much he was flying around shooting his beams or whatever and I hit his wing really hard! After that he liked transformed or something and-" she stopped and Twilight had the same thought.

"Rainbow, do you think that thing you saw earlier today is the same as that thing that you fought?"

"Yeah…it definitely looked the same…" she only shook her. It's not like it mattered anyway, it seemed that no matter what they would've done, it probably wouldn't have mattered anyway. Either way though, she wished she took her discovery more seriously and they probably would've stood a chance.

"You know Twi, I'll tell you later with everyone else okay…"

The unicorn understood and remained silent the rest of the way.

Eventually, within a short time, the two of them made it to the farm passing the apple orchards and finally making it to their home of residence. When they finally made it to the door, Twilight was the one to knock on the door.

After a moment the door was opened up by little Apple Bloom. "Ah, you guys finally show'd up."

"Yes" Twilight answered with a smile "Thanks for offering for us to stay." The two them walked in. Twilight walked over to the couch and carefully place Spike there next to Sweetie Bell who was resting there as well.

"Ah, 'bout time you two showed up. Most of us are just getting ready fur sum shut eye." Applejack said silently and letting out a yawn.

Rainbow Dash was watching Applejack's little sister quietly walk over to her friends where Sweetie Bell was sleeping on the couch next to Spike, Scootaloo resting on the floor with a blanket under her and a blanket covering her. Applebloom went on the other side of the orange pegasus lied down on another blanket on the ground and attempted to fall asleep. By the look on the three of them, just the fact that they were actually able to rest peacefully brought them some relief and it let Rainbow Dash let a smile go.

"Hey, AJ um, where's everyone else?" Dash asked quietly as she could.

"Well Applebloom and her friends are sleeping out here, Fluttershy and Pinkie are sleeping in Macintosh's room, Rarity n' I guess Twilight are sleepin' in my room, and I guess you will be sleepin' in Applebloom's room." The orange mare explained.

"Alright. Thanks again Applejack." Twilight thank once again.

"No problem sugar cube." She was about leave but stop "Oh right, Dash, just so you don't go hittin da roof, I found a pony on da way home, he's sleeping there now."

"Oh, okay that's fine I guess. Thanks for telling me."

With that all of them said their good nights and they went to where Applejack offered for them to sleep at. Rainbow Dash, much like Applejack and Twilight, was trying her best not to wake up anyone who was asleep or attempting to go to sleep all things considered.

Eventually the pegasus made it to the filly's bedroom she was to be using. She slowly opened it and instinctly she turned on the lights, flipping the switch. Immediately, she heard a groan and she turned her attention to the origin. What she saw was the stallion that Applejack was talking about on the bed.

"Sorry!" she said quickly but instead of immediately turning off the lights and just pretend it never happened she walked over to see what the stallion looked like and for some reason it looked very familiar or at least the color scheme did.

The stallion shook his head and finally opened his eyes. His vision was blurred but cleared after blinking for a moment. Finally it cleared and looked up to see a very familiar face.

The cyan pegasus looked directly into his bright ruby red eyes and it finally came clear to who this was and from the look of the stallion she knew that she was aware and glared at him.

The stallion hesitated and very weakly half chuckled before being uppercut with her hoof.

_-Nemesis 2-_

"A whole week? Don't you think that's a little generous?" Rumble questioned his leader. All of them were in the bridge of the ship.

"Perhaps, but that is the time it will take for Shockwave's reinforcements to arrive." Megatron answered annoyed. It was like as if Starscream was still there with them.

"Reinforcements?" Skywarp questioned.

"Yes, Reinforcements!" Megatron made clear "We can't stay on this planet forever and setting up energy stations with only the few of us will take too much time. Besides we need to make up for Starscream's departure." The leader snorted "Figures that a bunch of primitive organics be the ones behind Starscream's fall…"

* * *

><p>Well, to put it so it makes sense, my Christmas Special kinda turned into a disaster so I just decided to forget it and make another chapter for this hopefully you guys will enjoy this chapter.<p> 


	5. Merely Organic

**Chapter 5** Merely Organic

"Ah! Wait!" he was quickly silenced with a hoof to the mouth. Rainbow Dash was punching the stallion in every way she could swing her hoofs. Eventually, he caught her hoofs by intercepting them with his own and quickly pushed her down on her back, pinning her to the floor, which didn't feel good because of her injuries.

"Arrrg" Rainbow Dash hissed through her teeth from the violent reaction of the stallion which made her wounds intensify the pain from them. "Get off me Starscream!"

The silver stallion struggled to keep her down but made her stop "How do you know my name?"

"You didn't really keep it a secret…'Mighty Starscream'!" she spat at the ex-seeker.

"You worthless little-"

"What the hay is going on here!" Applejack yelled barging in with Twilight and Big Macintosh behind her.

Both Starscream and Rainbow Dash turned to see them standing there all of them concerned or more annoyed on Applejack's part. It was then that Rainbow noticed Starscream's averted attention and slid her legs up and bucked him off her.

"Get off me!" Rainbow growled struggling to get back on her hoofs. "He's one of the ones that attacked the city!"

"Will you two calm down?" Twilight intervened starting to get annoyed as well; also surprised no one else was an awake from them. It was then she and the others turned their attention to the Stallion.

Starscream groaned, rubbing his underbelly for a moment before finally getting to his hoofs…hoofs?

"What in Primus?" it was then he realized that he wasn't a transformer like he was supposed to be. He sat back for a moment looking at his hoofs. All of them stayed silent as he was confused at his new form but Rainbow was still glaring at the ex-machine.

He continued to study his new form, fur, hoofs, hair, tail, feathers, all things he didn't have before, not to mention he was now at the same height was the ponies, and the one facing him earlier was facing him and was not happy. He looked away from his new form and went into deep thought about all these events happening at the same time. Eventually, he looked back at the group of ponies that just entered the room, who were now completely in the room and closed the door, and tried to ignore the pony, who had every right to be angry at him.

"What happened? What did you primitive ponies do to me?" The ex-transformer yelled at them.

"Um…who are you-" Twilight was cut off.

"Starscream. This is the one I told you about"

Twilight walked a bit closer to the stallion as he merely stood his ground glaring at the approaching pony "You're one of those things that attacked the town?"

"I used to be till I was turned into this" he groaned angrily looking at his new form again "This hideous creature!" that last statement wasn't really what he thought of them but it didn't mean he wanted to become one either.

"Why you no good-" Applejack then jumped toward the ex-Decepticon. The now-stallion hardly had time to react and was forced on to his as Applejack pinned him down with her legs holding down his.

"You meaningless organic, get off me!" Starscream struggled.

"Applejack" she turned quickly to her brother and merely gave her a disappointed look. She growled for a moment turning back at the pegasus before slowly getting off of him. Just as she moved back, the stallion was picked up by a purple aura and was raised into the air.

"Primus name? What's happening to me?" the stallion struggled as well as try and figure out what was happening.

"I'm keeping you" Twilight began glaring at both Rainbow Dash and Applejack but then turned her attention back to the stallion with a similar expression "and ourselves out of harms way." It was then at that the ex-seeker turned his attention to the lavender unicorn and noticed her glowing horn.

"I demand that you release me!" Starscream demanded as he tried to get out of the magical grip by flaying his legs and wings about.

"How bout no." Rainbow responded to which she then walked up to his face glaring at him in the eye "Why did you attack us!"

Starscream glared back but instead of giving a snide comment like he usually would he decided to think of the situation. In this current state, he really couldn't do much to defend himself, he wasn't armed and while a flying expert, he didn't know how to fly with flapping wings. Top of all that, he was pretty sure Megatron and the others thought he was dead, considering he didn't continue the assault to try and get him.

He let out a huff and his glare softened a bit "Release me and I'll tell you everything you want to know."

"Phfff, right." Rainbow Dash sneered. To her surprise however, Twilight lowered him to the floor gently and both Big Macintosh and Applejack went on both sides to make sure to catch him if he tried to escape. "Twi! What are you-"

"If we're going to get him to co-operate with us, we'll have to co-operate with him." The unicorn explained.

"Besides if he does try and be a problem, we'll settle 'em down. Isn't that right Macintosh?"

"Eeyup."

The silver pegasus looked at all of them before turning to Twilight. However before he could speak, he was interrupted by Twilight "Now, how did you become a pony?"

Starscream raised a brow "I didn't do it! I have no desire to become you filthy organic creatures! I suddenly get shot with a blast of light out of nowhere and I then wake up here! I told Megatron to be aware of your ponies' abilities, but of course, he had to be the arrogant fool he is!" he growled, mostly speaking to himself than answering Twilight's question.

"Blast of light?" Twilight questioned.

"Oh yeah Celestia came down by then. She must've turned you into a pony." Rainbow Dash figured.

Twilight nodded seemingly agreeing to Rainbow Dash's hypothesis but then thought for a moment "How come that worked and not any of the other spells?"

"And who's this Megatron feller?" Applejack questioned.

"If I remember correctly, that was the one who fought Princess Celestia." Rainbow half answered.

"You would be correct…Rainbow Dash." He smirked.

She glared at him harder "Now how do you know my name?"

Starscream gave his signature smirk before saying "Oh the Great Rainbow Dash seems to have already forgotten our first encounter."

"I remembered you're name first from our 'first encounter'…Mighty Starscream." She argued back smirking back.

"Alright, enough bickering you two. Alright so Starscream…right?" she questioned to which the stallion nodded to confirm that she had identified him correctly "Um, okay so how come you came to our planet and attacked us?" now shocking everyone in the room, Twilight was keeping it professional, but it didn't mean she didn't have mutual feelings toward the ex-transformer.

The stallion's confidence fell almost immediately. Knowing if screw up here, he'll be one with the Allspark soon enough. "Uh…" he tried to come up with a lie, something he was usually pretty good at, but later realized that his best bet would probably be better to come clean on the issue, he wasn't sure exactly what the ponies could do to him, especially since he was pony himself. He sighed "Energy"

"Energy? What kinda energy?" Applejack pressed further.

"Natural Resources. Oil, minerals, solar power, anything that can be converted into energon cubes."

"Energon cubes?" What the hay are yah talking bout?" she pushed.

"You primitive organics would have no idea."

Twilight shook her head knowing that this would take all night if they continued to question him. "This is going to take all night…"

"I don't care if it takes all week!" Rainbow Dash interrupted "I'm going to make this pony talk!"

He turned his attention to the cyan pegasus and growled like he did when Megatron used him as a tool for mockery. The thought that he actually felt bad for her at one point.

He stopped. It was as if he actually had two personalities fighting each other. When he was alone, he was often calm, observant scientist and just wanted to fly like when he was sparkling again. But when he was with other Decepticons or on a serious mission which required his undivided attention, he was the cowardly, greedy, power hunger Decepticon seeker everyone knew. Some were aware of Starscream's former occupation as a scientist, but not many, and it really only came to light unless it was somehow beneficial to Megatron and the Decepticons. But only recently did they come to collide together like this. Was it the ponies? Lack of the Autobots? A combination of both?

"I-" he stopped shaking his head and his expression changing "We Transformers require energon to survive. It's similar to your organic's need for nutrition from vegetation." He explained before taking a breath "On our home planet of Cybertron, we used up all our resources so we started our journey to find new reserves." He decided to keep out the Cybertronian Civil War and the Autobots, feeling that it was unnecessary information at this time.

"So you think it' okay to steal from other planets?" Rainbow Dash yelled.

"Rainbow Dash!" Twilight scowled.

"Sorry Twi. But I gotta take Rainbow's side on this one." Applejack growled but was stopped by Big Macintosh's hoof and shook his head.

Starscream was already backed into a wall but he was now sitting on the ground, back fully against the wall. It wasn't so much out of fear as it was out of just plain anticipation for one of them to throw a hoof across his face again.

Twilight thought for a moment and while they were making some progress, she was too tried from the events of yesterday and she knew that the others were too, also it may be beneficial to Starscream as well as far as being co-operative goes.

"Guys, let's go back to bed for now and continue this in the morning." Twilight said before turning to Starscream with a glare "And you, you are going to stay right here." It was then she pulled a small rope that was hanging on the wall with her magic tied down his wings firmly.

"Ah still don't like the idea of having one them here…" Applejack said aloud.

"I'll keep'em in check." Macintosh said before lying down in front of him.

"Me too!" Rainbow Dash added "Can't trust this pony! And I am not letting the pony that grounded me for the time being out of my sight!"

Twilight only sighed "Fine, you two stay here for the rest of the night, we'll continue this in the morning." And with that Twilight left.

"You better not do anything funny mister, Ah find out you'all done something ta my brother or my friend, you'll regret it." She threatened before she left.

Starscream only nodded at them after they left went into a ball trying to get comfortable in this new form to acquire sleep. Big Macintosh watched him till he was convinced that he fell asleep and he himself slept on the floor close to Starscream.

Rainbow on the other hand wasn't satisfied with it and just continued to watch the ex-transformer sleeping. She too was sleeping on the floor to keep a good eye on him. However, after a moment the expression on his face was…not what she was expecting. She expected a growl or smirk maybe but instead she saw…fear. Did they really scare him that bad or was it something else?

She turned away and thought back to the fight they had. This little 'interrogation' was in a few ways similar. Starscream was being a cocking, smirking, and always tried to find an alternative when confronted. But in the end he seemed so…quite and often sad. He refused to kill her when he had the chance; he even looked a bit hurt that he hurt her. He was even about to leave before Celestia shot that light beam at him.

What was it she saw between them? She remembered being enticed by simply looking into his red eyes, both as a transformer and a pony. And on the battlefield he returned it with similar expression. She sighed thinking perhaps there was more to this now-pegasus than she wants to believe.

* * *

><p>Sorry this took too long. But was writing another thing and well realized I wanted to write this first. I'm going to try and see if I can get a chapter weekly up here. Anyway, hope you enjoyed this chapter.<p> 


	6. Natrual Insight

**Chapter 6** Natural Insight

Starscream awoke with a groan, his eyes flickering due to the new experience from the sun in the eyes that it offered with the unplanned transformation to an organic creature. While his sight was still focusing, he looked around the room before last night's 'session' kicked in. After his sight was completely focused he smirked at the idea that he actually remembered being a pony more so than the events last night.

He noticed the red rather large male pony lying in front of him and the sky blue pegasus with a rainbow mane lying to right of him though was a few feet further away. Silently as he could he got up and lied back on the wall in a sitting position, but he was currently keeping his eyes on the pegasus more so than the stallion.

All the inflicted injures made him think back to their fight. Flying, shooting, punching, missiles, all of it he could remember, this only confirmed to him that this was in fact reality and not a really long dream.

He chuckled darkly at the thought. "Dreams…"

He kept his attention on the pegasus however. Despite the bandages and splinted wings, she still seemed to have the same appeal of beauty she had when he first laid his then optics at her, a lively, courageous, and colorful pony. Even though he'd been punched several times by this particular pony, she seemed to keep the ex-seeker's attention, a certain appeal he himself wasn't quite sure of.

He shook his head, there was no time him to be a scientist, he'd been doing too much of that as of late. Again, quietly as he could, he got up and slowly got to his hoofs, which was awkward for him since he was either on two legs, in the air, or was on a rare occasion on wheels. But ether way, it was still rudimentary and he was would be able to get used to this like he would anything else.

Quietly, he moved past the stallion resting in front of him and slowly made his way to the door. But before he made it, he took a quick look at the pegasus once again, who was merely resting and the only movement was from her breathing in and out slowly. He shook his again, what was wrong with him?

He finally made it to the door once he torn his now-eyes from her and went to open the door. He lifted his hoof to touch the door.

"Nnnope."

Starscream turned to see the red stallion standing tall and watching him. The silver stallion growled and backed away from the door before turning his full attention to the red stallion. "So I suppose we are waiting for Rainbow Dash to wake?" he spat with annoyance.

"Eeyup." He answered as if he were having a conversation with any other pony.

He turned back to the female pony with a glare but it was at that point she awoke. She groaned, awaking from the hard floor. Being used to clouds made it a bit harder for the mare to sleep on hard surfaces. She groaned before looking around till her mind finally registered the silver legs in front of her.

"Starscream!" she immediately got to her hoofs in a flash, shocking both stallions at her sudden speed. "Get back or-"

"No need to be hostel Miss Dash. He an't causin no trouble." Macintosh said to calm her down.

"We were waiting for you to complete your recharge." Starscream added with sneer. While he was still trailing on his thoughts from earlier, his character was something that was hard to change.

"If you mean sleeping, than thank you." She said with a huff. She started her way to the door before she turned back to him "Just watch your back. I'm keeping my eyes on you…" and then left the room though she kept the door open.

Starscream smirked before turning back to Big Macintosh, who was merely keeping a close eye on him, and then exited the room himself with the large red stallion following him. The three of them made their way to the kitchen to be greeted with Twilight and Applejack already there, to which Starscream groaned at this sight.

"Good, you're awake. Rainbow, Macintosh" Twilight began before turning her full attention to Starscream "Starscream." She then faced their general direction "I think its best we keep this between ourselves."

"What are you talking about?" Rainbow Dash questioned.

"About Starscream. Everyone is still in panic and freaked about yesterday, last thing we need is them worrying about him." Starscream only smirked, turning away from her.

"But don't you think they should know?" Rainbow strained but tried to keep her voice down, knowing everyone else was asleep "I mean we can't exactly trust him."

"Sorry Dash, but Ah'm with Twilight on this one. Between the four of us we'll keep him in check." Applejack said walking by the table going to Twilight's side.

Rainbow smirked at thought turning her head slowly at the silver pegasus who only seemed to be glaring at the wall, obviously not keeping full attention to their conversation, probably from the anger being generated just from the situation itself. "I don't like the idea of him being out in the open."

"We have no place to put him. Besides, like I said earlier, I don't want the others panicking." The unicorn explained putting her gaze to the pegasus in question then turned her attention back to Rainbow Dash.

"I'm going to assume I have no say in this matter." Starscream stated to no particular.

"You got that right!" The female pegasus growled now facing the him once again "If it were my way, you'd be locked up and your wings clipped!"

"Rainbow!" Applejack intervened.

Starscream only weakened his smirk at the threat, looking straight into her magenta eyes he and strengthened it "Really? I've been through worse I'm sure…pony or not."

Rainbow didn't expect that reaction but she didn't let it phase her and she turned away "Whatever. Who's going to watch over him?"

"Alternate." Macintosh said suddenly, which caught the girls off guard due to complete silence through the whole conversation.

"Great idea." Applejack said agreeing with her brother "We'll take turns. Who wants the first watch?"

"I will." Twilight volunteered before walking in front of the ex-transformer "There are quite a few things I'd like to know about him."

"The feeling is mutual. Miss…" Starscream answered but stumped at her name.

"Twilight. Twilight Sparkle." She answered but tried to keep her tone with him professional "I know that we're not on even terms, but I think I speak for both of us when I say we should keep your previous self and actions a secret for now."

Starscream didn't argue, mostly because he didn't have much of an argument to make. If anything he agreed with her completely. Blurting out that he was one of the ones who attacked the town would not gain him any kind of advantage, if anything it would be a rather big disadvantage. If anything he should be counting his blessings, so far only one of them has punched him across the face…multiple times.

On that note, co-operating was probably the only way he was going to get out of this alive. As far as he was concerned, Megatron thought he was dead, which meant he technically was no longer was affiliated with the Decepticons. Unless of course he wanted to rekindle those ties…which didn't seem anymore appealing than his current state.

He merely nodded "Fair enough."

"Morning Everpony!" Pinkie Pie yelled through hall greeting everyone in room. She trotted through like usual and then noticed the silver stallion for the first time. "Oooh! Are you that stallion that Applejack brought home?"

"Um…yes." Starscream struggled to answer as the hipper active, bouncing pink pony in front of him.

"Oh, I see. What's your name? My name's Pinkie Pie, But you can just Pinkie."

Now he was backing away a bit "Um…" for a moment tried to think of a more 'organic' name if that made sense but nothing came up "…Starscream."

"Starscream? That's a cool name! I bet you dad named you wanted to be a star and screamed a lot! How'd you get your cutie mark? How is-"

While Rainbow Dash was enjoying seeing him feel uncomfortable from the brigade of questions Starscream couldn't possibly answer, she knew that it would probably end badly, considering his actions so far. "Alright Pinkie, leave him alone, he's still a little groggy from the last night."

Starscream turned his attention to her with a glare to which she smirked at his reaction. "Sure, let's go with that…"

"Okie dokie lokie!" And with that went to Applejack who was currently getting Breakfast started.

Starscream would probably thank her for her intrusion but after bring up what happened last night, he had no desire to.

The morning continued with everyone waking one by one. All entering in one by one to have a simple breakfast provide via Granny Smith and Applejack. Surprisingly, Starscream's presence wasn't much of a distraction. If anything he was like another Macintosh except more to himself and gave anyone a random look when facing his direction.

Starscream himself however, was learning all sorts of new sensations. For one thing he seemed to notice his voiced changed a bit. The cracking raspy voice was hardly noticeable. Also touch, not that he couldn't feel things before when he was a transformer, the touch sensors were fairly accurate, but there was something different bout when being organic. Also taste, which another thing that wasn't totally unheard of as a transformer but was very different since there was more variety it tastes unlike in Energon where there was only about four different kinds.

To add to that, Starscream actually kind of enjoyed these new sensations. He'd be lying (Which wouldn't be a problem for him) if he said he didn't find some kind of enjoyment out of it. If anything, as a scientist, this would have been very beneficial, but even then, he still wanted his Cybertronian body back.

Eventually, the crowd of them left to help repair Ponyville and assist in guards in anyway possible, except for Rainbow Dash who was currently barely able to walk much less be much help and Twilight who stated she wanted to study the invaders or do some kind of research in hoping to find out why magic was so ineffective against them. Which really wasn't a lie; she did have plenty of questions for their 'prisoner'.

After they left it was merely Granny Smith who was resting in the living room chair, Rainbow Dash was practically forced by her friends to take it easy and just let her rest. Which really isn't the easiest task for the pegasus to follow but did what they asked, however, she gave herself a second task, watch Starscream.

After everyone left, Starscream and Twilight were over by the field in the orchard area, that was still was fairly close to the Apple Household but was still in the area of apple trees that surrounded them. However, both Starscream and Twilight were unaware of Rainbow Dash's intrusion by hiding behind a large tree nearby, lying down.

Both Starscream and Twilight were lying down on their legs facing each other. Starscream was struggling to get his new wings out of a cramp from the tie that Twilight put on last night as the lavender unicorn was using her magic to hold both a notepad and inked feather.

"Okay, Starscream." Twilight began looking at her notebook "How about we start with something simple. What are you, or rather who were you?" Despite being calm and kind like she usually was, she was holding back her urge to hoof him across the face.

"What are you talking about? If you mean what race was I? I was a Transformer. A Cybertronian." Starscream answered with a light smug expression.

"Transformer? Oh, because you could turn into those different things right?"

"Sure, whatever."

"Okay, where did you come from?"

"Cybertron."

"Where's that? I can't say I've heard of that town."

"It's another planet."

"Oh…" she was stumped, all this time she was talking to an alien, also she felt kind of stupid, she felt that if such a race existed on their planet, she would have heard of them "Um…okay."

"How about I ask a question?" Starscream asked with a smirk. "After all I think I deserved to know a few things as well."

'I beg to differ' Rainbow thought from a distance with a smug expression.

"Um…sure…what would you like to know?" Twilight asked politely.

"This entity." He pointed at the notebook and pen, which have yet to be used once.

"Oh, you mean magic." Twilight inquired "Oh, it's a special ability that we ponies have, depending on our species. Since I'm a unicorn, I can use it to produce spells and other things like that. Pegasus like you also posses a kind of magic, such as being able to walk on clouds."

"Hmph. Magic." He said silently. Magic was such a broad term, and after going to many different planets, and experiences with the Decepticons, magic was something he's heard many times, an element of power which could not be explained. As a scientist, he was able to work in the factors but just couldn't put it together, if he'd stayed a scientist, he probably would've figured it out, but…he lived a different life.

"Okay so Star…you mind if I call you Star?"

Starscream only crooked his neck "It's better than Screamer I guess." Screamer didn't really bring up good memories.

"Alright." Twilight looked into her notebook and then stopped and put it down. "Um just a side question, um, what does your cutie mark stand for?"

"My Cutie what?"

"Your Cutie Mark." She repeated and pointed her hoof at his side.

He looked back and saw the mark which he somehow missed before. It was an active red jet engine crossed with a chemical test tube. "I don't know! I don't even now how I got it!"

"Calm down!" Twilight stressed "I'll explain." He only shrugged doing as she asked "You see, we ponies, when we learn about what our special talent is, we get a mark on our side called a Cutie Mark."

"Hmm…" Starscream actually did notice all the different marks on their flanks but never dwelled on it simply because he was still trying to register all that has happened in the last 48 hours.

"So um…what were you good at when you were…um…a transformer?" she asked knowing that probably he still was thinking all this over.

Starscream gave a smirk in pride standing on all fours "I, Starscream was the only superior Decepticon Air Commander and Second-in-Command. Under my leadership, I was the one who lead all successful air combats against the Autobots. Also I was a brilliant scientist! My great knowledge has been recognized greatly on Cybertron!"

Twilight got little chuckle at Starscream's little glory speech but at least it made sense how he got his Cutie Mark, in a way, it was like he had two in one. "Interesting" she said who actually was genuinely interested but didn't forget who was by any means "But I have many more questions."

"I bet." Starscream said annoyed lying back down.

'A scientist and an air commander?' Rainbow Dash thought for a second. Wasn't something she expected at all. She thought back to their fight yesterday, he certainly did know how to maneuver in the air, and considering the size and shape he was, was pretty impressive to her, considering he was restricted to things she could do, although he could get around this weakness by transforming to robot mode.

"Hmm…"

_-Nemesis 2-_

"We are sending in the Decepticons you requested Megatron." A purple octagon shaped head and a single yellow glowing light said to Megatron via video feed. "They should arrive in six orbital cycles."

"Excellent Shockwave." Megatron said with a smirk.


	7. Looking Back

**Chapter 7** Looking Back

Starscream and Twilight for the next few hours merely talked about all the things that she wanted to know and occasionally Starscream would ask his own questions here and there and Twilight respectfully answered them the best she could. Their conversation covered essentially everything about the attack as well the Cybertronian Civil War with the Autobots back on Cybertron. Twilight also returned the favor by explaining a lot how their planet worked, such as how the sun and moon was raised and so forth.

Starscream rose from his position and started to look around the apple orchard "This planet…is so different from all the others I went to."

"How many planets have you've been to?" Twilight asked also standing.

"I don't even know anymore. Back when I was an explorer and a scientist I went to many planets, and even my time with the Decepticons I've been to a number of planets." The pegasus answered.

"Well it's lunch time, how about we get something to eat?"

Starscream raised a brow, "Will that cure the pain, and weaken state I feel now?" which was a major overstatement but he did feel a little weak and he imagined it was from the organic need of nutrition.

"It should. When you're hungry often your stomach will hurt and weakness. Other symptoms many be part of it as well like headaches and things like that."

So with no delay they went back to the farm house and were ready to get something to eat with Rainbow Dash trying to stay in hiding as well as get back to the farm house before they did and she had to pretend she was sleeping all day. Of course, the lack of flight made this a little harder for the mare but like everything else, she over came it.

After she climbed through the window she went to Applebloom's bed, rested her head on the pillow and started to think about the entire conversation that Starscream had with Twilight. One thing that really interested her was the whole story about the war. Starscream went in great detail explain the Cybertronian Civil War. Talked about the Autobots and their views as well as the Decepticons and their 'mission'. Starscream mostly focused on himself and Megatron, explaining how much of a fool Megatron was and/or how much he felt he was a terrible leader.

But that was one thing that bothered her the most. The entire time he talked about him, he often stopped and would either change the subject or just stop and continue the question some other way. It was clear that he was trying to hide something. She couldn't tell if Twilight noticed this but she didn't seem to press on about them. She figured that she was being her 'respectful' self or she was completely oblivious to it, which is pretty hard to sallow even for Twilight.

The only other thing that came up that she wanted to know more about what when Starscream joined the Decepticons. When Twilight asked it, he merely said that he needed work and felt that his talents had a use with them. She remember him saying something about corrupt government then and that was what he was fighting for, which was suddenly botched with him saying how he was planning on being leader of the Decepticons.

"Rainbow Dash?" Twilight said opening the door and peeked in. "Are you feeling okay?"

Really she felt fine. If she needed rest, she got it listening to them since she was just lying on the grass. "Fine, how's 'Screamer'?" she said his name with venom, if anything to cover up the fact she was spying on them.

"Surprisingly, co-operative." Twilight answered "He actually seemed pretty glad to talk about all these things. Kinda reminds me when Pinkie Pie has something on her mind and finally lets it out…although not as um…"

"Excited?"

"Yeah, let's go with that." She giggled lightly "Honestly, I think you'll like talking to him. He told me about how he used to be an Air Commander."

"Really?" again trying to hide the fact she was spying on them "Hmm…wait, I though we were trying to learn from him, not befriend!"

"We're not befriending him Rainbow. But we can't just treat him like a prisoner either. Even though my magic may work on him now, I think its best we let him tell us not force him." She stopped and thought for a moment "Although, it seems that he…despite his act, he seems to be well, content. Anyway, we're about to have lunch, you hungry?"

At that point she noticed her stomach rumble to which she only grinned weakly "Um actually, I'd like that."

With that she followed Twilight as she herself had a little chuckle at Rainbow's reaction to which she rolled her eyes at. When they returned to the kitchen they found the ex-seeker just standing around stretching his legs but mostly trying to kill time.

"Having fun?" Rainbow asked with a smirk.

"Oh yes, I enjoy the great discomfort of having to learn a new way of survival as well as my wings restricted, I couldn't of asked for better treatment at an Autobot Brig!" Starscream spat with heavy sarcasm.

"Well I guess I can remove the rope." Twilight mussed.

"Are you sure? I mean yeah he's co-operating but how do we know that this is all not a way to escape?" Rainbow added.

"And where do I have to go!" Starscream defended, startling both the blue pegasus and purple unicorn. "In case you haven't noticed, I don't really have a place to go! Megatron and the other Decepticons abandoned me and I can't necessarily return to them in this…form! he huffed loudly "Besides, how do you think I can fly with these wings!"

"Um…sorry…" she was being ligament with her apology but didn't mean she was thinking less of the attack he was part of.

"Whatever…" Starscream at this point didn't even think about what made him go on his mini tangent but merely turned his attention away from them.

Twilight looked at Rainbow Dash for a second to which she just shrugged, showing that she was no longer going to argue about releasing his wings. With that she used a spell to release the rope that was tightly around his wings. Starscream looked back at her, with a neutral expression, but later made a relieved groan as he stretched his wings for well…the first time.

Shortly after, all of them had a simple lunch, some clean hay as well as a daises sandwich, a very quiet lunch at first. Starscream didn't really seem to be in the mood for talking anymore, perhaps because of the presence of Rainbow from her reaction.

He growled at the though, once again this blue pegasus was on his mind. Despite everything she's said to him, every punch she gave, and every glare she gave him. He couldn't help but feel a fondness, not in just physical appearance but also in his now-heart, something he has never felt before. Sure he'd seen many femme transformers he felt were attractive but he has never had the same feeling as this.

"Um…so Star um tell Rainbow Dash about um…being an Air Commander." Twilight asked hoping to break the silence.

Starscream couldn't help but smirk once again "Ah yes, my expertise in the sky! I Starscream was that-"

Rainbow heard all of it before so she tuned it out but was transfixed on his figure himself. It was true, for a mildly built stallion, Starscream was fairly attractive. His silver coat was still a little dirty but still had a shine to it; his silver, white, and red feathers were all blended together beautifully. Starscream had yet to fully open his wings but she was curious about their look.

Also there was something to him, both in his personality and his character. Starscream gloats a lot and this was just something of his defining character. She chuckled at the thought, she wasn't much better on that score, although she felt that Starscream was probably more so than her. Their probably most common ground however was flight. Even though she place almost any amount of bits that Starscream was exaggerating his accomplishments, she did believe that Starscream was actually an excellent flier and if/when he learns how to fly as a pegasus, she could see him mastering the skies.

The conversation at lunch was nothing more than Starscream's glory speech and then it went back to silence. But surprisingly, the day went by fairly quick after that. Rainbow Dash actually rested on a bed this time while contemplating her thoughts on Starscream, Twilight was going over her notes while keeping an eye on Starscream and Starscream himself was left with own devices around the farm house.

Within a few hours the others returned to the farm house with the news that Ponyville's repairs were coming together well and all the ponies that were injured have been tended to. Most of the town was at least in the stages of some kind of repair. It was joint effort, but all them combined made the recovery faster than many would have thought.

All the others had performed their nightly duties, while Starscream kept to himself the entire time, feeling that while he had more liberty than he would anywhere else, he was still a prisoner. Not like it mattered, he no place to go, and surviving of the land was not something that was very appealing at the moment.

It was evening and most of them were sleeping in there place they slept the previous night. The only different was that Rainbow was actually on the bed this time. But was not sleeping, her thoughts were still going on about the ex-seeker. She now knew some of his past and what he was able to do, but what was holding back? She could easily tell that he was holding back something major. And within time she found her thoughts being collided with the idea of how he was having trouble sleeping last night. He was shaking uncontrollably…he was scared.

She shook her head; she was going to find out what this stallion's problem was. Wait, why did she care? …

She scrapped her hoof on the mattress and got off. She didn't have a reason, or at least a reason she could interrupt. She lifted her head and looked around the room only to notice that Starscream wasn't there.

'Oh no he better not of!' she thought angrily getting on off the bed and getting out of the room with a look of determination. She went around the house quietly trying to find where Starscream was. Eventually, she came to the conclusion that he must have been outside.

"Hmph, must of got up to escape…maybe I can still get him. He can't fly after all." She said silently before gunning out the door.

Despite her recovering condition, didn't mean she couldn't run at all. She searched the farm and the mediate area but just couldn't find him, and while it wasn't completely pitch black outside, it was still hard to see from a far distance.

After a few moments of searching around she took a breath before looking toward orchard to where she found the very stallion she was looking for all in his shinning silver fur. He was merely lying there with his head into the ground.

"What do you think you're doing here Starscream?" Rainbow asked smugly while coming from behind him.

Starscream took his head of the ground and turned to the rainbow mane pegasus "I expected you to prefer that I would be out in the cold of night. Isn't that what you organics do when you wish to dispose of an unwanted being?"

"What are you talking about? Get back inside." She didn't yell at him but it was a firm command.

"No."

"No?" Rainbow questioned "Starscream, you'll freeze out here." She voice became sincere when she noticed him just putting his head back down "Come on, Screamer…get back inside. Just because we're not on the same page doesn't mean I want anything bad to happen."

"Since when did you care? Didn't you want my wings clipped to prevent me from flying even though I can't fly already?"

"Oh come on!" she said getting annoyed "You can't blame me, you attacked my town!"

"Hmph, you're lucky." Rainbow got closer to the pegasus as he raised his head back up and turned to face her "Megatron was being easy on you because we're trying to conserve energy. Otherwise he would've decimated your town."

Rainbow wasn't entirely convinced "Oh what you did was so much lighter!"

He growled and he glared at her directly, she could have sworn his eyes glowed like they did when he was a machine "You really think I was so hard!" he got up and walked closer to her as she nervously backed away "You should be happy that it was me you attacked! If you'd attacked Megatron or any of the others, they would've blasted you into oblivion!" Eventually back off and started to walk back to where he was resting before, leaving a petrified Rainbow Dash "Believe me...I know."

Rainbow eventually got back to normal and got close to him again but this time lying next to him with about half a foot or so apart "What is all this with Megatron anyway? I mean I he was you're leader but, you always seem to have some kind of…vendetta against him."

"It's not even a vendetta, it's more like…father and sparkling."

"What are you mean?"

Starscream seemed to hesitate looking at the ground for the moment. He didn't even share this with Twilight when she was asking all the questions, and so far he didn't know if he wanted to talk to someone about this. However, this was something he used to deal with almost daily. Something that he just kinda took mostly because everyone on the Decepticons were aware of it.

'They think I'm dead…and I've transformed into an organic…and it still haunts me…' he thought looking at the ground.

"Rainbow Dash…"

She was caught of guard. He said her name will no venom but with one on conflict and sadness "Yes…"

"For the last several steller cycles, I've been used as a toy in some sort. Megatron haunts me…"

"Um…"

"I've been Megatron's Second-in-Command for millions of years…and let me tell you…those years were not easy. Every mission, every failure, no matter how small, I was to blame. I was his release of anger."

"What did he do?"

"He beat me into submission. And I was the only one. Rarely raised a servo on them unless he felt it was absolutely necessary, but I always had it coming. It's true I wasn't exactly the most…co-operative of the group, but he didn't much incentive to be so. Even when I tried it was all for naught…"

"He abused you."

"…that's putting it lightly…"

"How-"

"If ripping of you're wings and being blown away often is just standard for you ponies then I may have something to worry about after all."

"No we don't do that it's…I'm sorry I-"

"Don't worry about it pony. I didn't expect you to know…"

"Starscream…" he turned his attention to her "Please come inside, I" she was going to say she didn't trust him but couldn't bring her self to say it after learning more about him "I…come back and sleep…you'll freeze out here you know…"

Starscream turned to the Rainbow Dash with an attempted neutral expression but she could see his clear sadness from the memory "I can't…as an organic the…dreams…come clearer."

"Dreams…" She thought back to when she saw him sleeping and he looked afraid. "They are of him aren't they?"

Starscream chuckled darkly "I guess it was pretty obvious wasn't it?" He signed and then got up "Alright…"

Rainbow only shook her head and started to walk back to the farm house making sure Starscream followed her.


	8. Flight Lesson

**Chapter 8 **Flight Lesson

"We're going to what now?" Twilight questioned.

"Teach him how to fly." Rainbow Dash answered casually as ever.

It was the next morning but for a change, Rainbow was actually up fairly early and Starscream and the others were still mostly asleep, except for Big Macintosh and Applejack who were currently working out in the field to gather apples for the still recovery effort for everyone.

Currently, Twilight and Rainbow Dash were in the kitchen, while Granny Smith and Applebloom were cooking breakfast while Rainbow Dash and Twilight were just talking at a table.

"You were skeptical for me freeing his wings yesterday. And now you want to teach him how to fly? Wasn't that the reason you didn't want to free him?" Twilight asked skeptically.

Rainbow chuckled nervously since she did raise a good point. She didn't tell Twilight that she was spying on them yesterday and she didn't feel comfortable about telling the unicorn what Starscream told her last night, she had a feeling that he was trusting her with that information.

"Well, I thought it over and well, I thought I could make it up to him but teaching him to fly." She defended trying to justify her reasoning.

Twilight merely crooked her neck to the side a bit as a shrug "Okay fine but how are you going to teach him? I mean I don't think it would be a good idea to fly yet. And I'm sure that the ponies in Ponyville will need Fluttershy."

"Aw come on Twi, you know wings been through far worse." Rainbow said proudly.

"I can't recall a time where they needed to splint your wings."

Rainbow merely sighed "Alright fine, don't you have magic or something that can speed up the healing process or something."

Twilight rubbed the back of her neck for a moment "That's only for minor injuries. Major injuries can't be healed entirely and can only be performed by an Alicorn or an exceptionally powerful unicorn." Rainbow only raised her brows at her with a smile. She sighed "Okay fine, I'll help your wings but this will only speed up the healing process, not heal them completely."

"Okay, fine whatever." Rainbow said dismissively waiting for Twilight to do her thing.

"Alright hold on." The unicorn said annoyed taking a few steps back. Suddenly her horn started to glow brightly. Rainbow Dash noticed her wings moving on their own and the wings ruffling a bit, being completely out of her control. After a moment it stopped and Twilight removed the bandages and the splints on her wings.

"Alright, thanks Twi!" Rainbow said looking at her once again exposed wings "Not really hundred percent but it feels good stretch them out again."

"Yeah, but remember Dash, this speeds up the healing process, you're wings are not entirely healed yet. So I recommend that-"

"Time to go stretch my wings." Rainbow said walking out.

"Rainbow I think-" but it was too late, she was already walking out. The lavender unicorn only sighed "Well, so much for that."

"Oh don't worry deary." An eldery green mare said walking behind the unicorn "Ah recall all sorts of times were Ah went back to work when the doctor told me to stay in bed. Not exactly the wised think Ah've done in my youth but Ah don't regret the none of it." She then placed down their oatmeal as well as Applebloom bringing in a bowl of cinnamon apples.

"Oh well thank you Granny Smith, Applebloom." She then turned her attention to the little filly "Where's Scootaloo and Sweetie Bell? I haven't seen them all morning."

"Oh, Sweetie Bell is still asleep, but I think Scootaloo went to go talk to Starscream."

"What?" Twilight nearly shouted shocking the two of them. She shook her head nervously and smiling "Oh, um I'll just go check on them. Um, Starscream is still recovering after all." After another nervous chuckle she made her way to Applebloom's room where Starscream and Rainbow Dash were staying in. She opened the door with her magic expecting the worse.

"Very common actually" Starscream said to the young filly as Twilight burst in. When she looked in she saw both Starscream and Scootaloo just sitting on the floor talking. The only significant thing was that Starscream's mane was messier than before. Though now that she thought about it Starscream hasn't been properly groomed since his transformation.

"Oh hi Twilight! Starscream was telling me about his flying." Scootaloo said turning to her and Starscream did the same.

"Oh…right." Twilight chuckled weakly.

"Oh yes, Miss Sparkle she asked for advice in my great talent in the sky. After all, I believe all those with the capability of flight should have it." Starscream said with a signature grin of his.

"Right…of course. Um, Scootaloo, why don't you head into the kitchen, Granny Smith and Applebloom have breakfast ready."

"Alright!" with that the little filly got on her legs and ran pass Twilight to retrieve breakfast. After she left she turned to Starscream "Well…"

"Are your species sparklings so…excited?"

"Well they are at least. Always trying to get their cutie marks." Twilight then changed her tone "So um, what happened?"

"Well long story short, she came in as I was waking up and she started asking me about my flying abilities. No need to worry, she doesn't know anything about me. Besides, I can't fly so I can't tell her much anyhow."

"Right, look I was just wondering, did you talk to Rainbow Dash yesterday at all?" The stallion raised a brow "I mean it's just that well, she seemed to be more comfortable about letting you fly."

Starscream knew what she meant but didn't really want to tell her about last night. Bring up the memories to a new light was hard enough the first time and he only told Rainbow Dash because he felt comfortable then, there was something about the mare that made Starscream trust her, more so than Twilight. He merely shook his head.

"I can't fly. Not since…this" he motioned his hoof.

"That's not what-" she gave up "Look breakfast is ready."

"Excellent."

With that the two ponies made their way back to the kitchen where the rest of them were waiting for them to arrive and begin their morning nourishment.

"Finally Twilight my dear you have finally arrived, I must say I expected you to have much better punctuality." Rarity brought up while making motioning her hoof.

"Sorry girls, just needed to get Star out of bed." Twilight explained.

"Ah yes, Starscream. I must say I am very much intrigued in the stallion that I have yet to properly speak to."

Starscream turned his attention to the white unicorn with elegant purple mane. He could tell just by her look that this was not going to be his favorite pony in the group.

"Starscream, I must say you must simply better pay attention to you're appearance. You're mane simply looks like it hasn't been groomed in days, much like you're coat, it could use a much need bath and-"

"Okay, Rarity I think all of that can wait till after breakfast." Twilight said to the ex-seeker's defense that currently had a look of fear and annoyance combined.

"Well I suppose you are right, but right after breakfast I highly recommend that you bath immediately. You're coat is very dirty."

Fortunately, bathing was nothing to alien to him, as a transformer, they would have to occasionally use have to 'bath' in the sense that they got dirty from a battle or just a plain mishap and have to be cleaned but it wasn't as often organics did.

"This is going to be a long orbital cycle." Starscream said under his breath as he began to eat the oatmeal.

_-Outside, 45 minuets later-_

It was still early morning and Breakfast and was out of the way but Rainbow Dash the whole time didn't join breakfast and merely had a few apples from the trees. She was just happy to stretch her wings freely. She did take Twilight advice though and decided to take it easy and merely just simply hovering in the air a keep the tricks to a minimum.

"Rainbow Dash!" a voice called on the surface. She leveled herself to the ground. "Oh hey AJ."

"Ya, wings working better now?" The famer mare asked.

"Well, there're still healing technically, but at least I can stretch them out again and being in the air for a little while." Rainbow explained moving her wings a bit.

"Well I reckon that's good. I guess that explain why you weren't at breakfast. Ah assumed you would be doing this when yur wings came back."

Rainbow Dash chuckled "Yeah, you know I love to fly. Do you know where Starscream is?"

Applejack smirked "Well, Rarity is kinda grooming him right now."

Rainbow shook her head "Grooming him!"

"Well he was a bit dirty. But Rarity insisted that-"

"I've had enough!" a male voice raged out. "I do not require anymore maintenance to my appearance." Out of the house came the stallion himself outside.

"Oh fine darling. But seriously, at least consider bathing daily." Rarity's voice called out.

Rainbow smirked at scenario and took a look at the silver stallion now that he was completely clean. She had to say he did look a lot more appealing. He coat now had a shine to it with went well with the silver color as well as groomed mane that was probably from Rarity's upkeep.

"Oh, there you are Screamer." Rainbow said smirking at the scenario that just transpired.

"Whatever, Twilight said you wanted to talk to me." Starscream explained with annoyed look.

"Well I better get back to Macintosh and help him get the apples to Ponyville." She turned her attention to Starscream "And you keep yourself in check mister." And with that she left with Starscream giving a snort.

The now-stallion turned back to Rainbow "Now then Rainbow Dash, what is it you to speak to me about?" He was hoping it had nothing to do with last night.

"Well since I can fly again, and I been thinking, so I decided to teach you how to fly." Rainbow explained in a calm tone.

"I won't lie; the ability of flight would be nice to have again." Starscream said crooking his neck to the side.

"Okay, follow me."

Both Rainbow Dash and Starscream started their way away from the orchard till they found an empty hill that was wide open and not too steep. It was just an open grass field that would make sure that no one would get seriously hurt for mistakes.

"Alright, let's get started. I'm pretty sure that the way you flew was very different than it is a pegasus."

"I don't doubt it." Starscream said dismissively.

Within an hour, the two pegasus went over the basics of wing movement. Just as Rainbow Dash expected, Starscream was learning exceptionally fast. Within half an hour he was able to properly hover in the air and was able to master how to properly flap his wings and everything. Within a short time period after that, he was able to glide and dash in many altitudes that Equestria had to offer. Starscream was already able to fly and jet across the sky as he could before.

"I got to say, you're learning this faster than I thought." Rainbow Dash said to the stallion in front her. Both of them were in the air just hovering in place.

"Of course! I will always master the skies! Mechanical, organic, any form, I will always own the skies."

Rainbow merely chuckled at Starscream's gloating "Right, may know the skies, but I'll always be faster."

"Ha, I may no longer be a Cybertronian, but I'm sure that I'll always be the fastest!" The stallion pushed.

"Ha, you're really believe that? You just learned how to fly as a pegasus and you think you're fast than me?"

"Facts, Rainbow Dash, are not beliefs." He smirked.

"Oh it's on!" She growled no longer taking it as a game "If you're going to start making facts, you better start backing them up!"

"With pleasure Rainbow Dash." He said with his smirk still holding strong "Name your terms mare."

Rainbow Dash glared at him for a moment then got her head in the game "One lap around Sweet Apple Acers, starting at this point."

"Fair enough." Starscream smirked as he started to turn to the side while Rainbow flew beside him and they get into position. Both of them lowered themselves to the very edge of Sweet Apple Acres and hovered just a few feet over the apple trees.

"Alright Screamer, on your mark, get set, go!" Rainbow ordered and the two pegasus dashed through the air going at impressive speeds. They weren't going at top speed merely because it would be impractical and Rainbow Dash didn't want to damage any of the trees, which she's done in the past, and more damage to anything in Equestria would be impractical since the attack.

The two of them raced essentially neck and neck. Neither of them could keep the lead for long without the other having to let the other pass. Not much could be said about their actual speeds though, however, to Rainbow's fear, Starscream was actually able to keep up with, not really what she expected nor wanted.

She grinned "Prepare to eat my dust Starscream!" and with that she jet with one fast flap and to the point she was just a blur of her rainbow mane.

"Impressive, Rainbow Dash…let's just see if you can hold that speed for long." He smirked but did increase his speed to keep up.

Rainbow was going at an impressive rate still wasn't her top speed, she didn't want to revile that to Starscream till she had to. Going at that speed she could feel her muscles straining like it usually would. She loved it, how she missed it.

All of a sudden she felt her left wing suddenly crack, and sent an incredibly sharp pain in her wing. She screamed out at the sudden and unexpected pain through her body and could hardly keep it stretched and lost control. She couldn't keep herself in the air. She tried to move it but it wouldn't function like it should, the most she could do was poorly glide in the air but it was next to impossible to keep it up properly and the pain made it hard to focus on her flying.

She lost control and headed straight downward she had tears in her eyes from the pain alone she lost sight and was having a hard time trying to focus in the air, she wanted to land but she could stop her. She closed her eyes hoping it clear up her sight.

All of a sudden she felt a force from under her with her face under hair and quickly and gradually slow down. She opened her eyes and saw they were on the ground and stopped. She cleared her eyes from the tears and looked at the cushion she was under. She noticed that she was in a black mane and she was lying on another pegasus with her legs hanging on the sides.

Rainbow already knew who it was "You saved me…"

"You sound disappointed." Starscream smirked.

"I could have handled myself!" she argued back. She tried to get off but felt a sharp pain her wing when she tried to move it. She left her wing hanging on the side.

"I thought it was strange that your wings healed up that fast. I may have been mechanical, but I do know biological immunities." Starscream explained.

"Alright alright, I don't need this from you too. I know I'm going to get chewed out by Twilight!" She said sighing putting her head back into his mane and turning it to the side "Just take me back to the farm."

"Fair enough." He smirked "But thank you for the lesson. I assure you it will be of great use to me."

Starscream then finally started his way to the farm as Rainbow eventually rested in his mane closing her eyes.


	9. Truly Defect

**Chapter 9** Truly Defect

The next two days went by without a hitch. For the most part, Starscream gained the trust of Twilight and Rainbow Dash but they still kept an eye on him one way or another, via Applejack and Big Macintosh. To their surprise, Starscream actually got along alright with the others, or at least he hasn't tried to kill them yet.

However, Starscream and Twilight have gotten fairly close thanks to their expansive knowledge in science, though their fields are very different, they still found an interest in their different fields, this was also giving more information that may help her, since she couldn't find anything that could help them against the Decepticons.

Starscream though seemed to have more of an interest in Rainbow Dash and she returned it. After being scolded by Twilight for flying in such way when her wings were still healing, Starscream stayed with her as she rested. Granted he was mostly gloating about his impressive intellect and how he would have won the race regardless. But Rainbow took it as merely a joke and made it clear that it was only her wings state why this happened and assured him that there would be a rematch.

And even though she was walking about with a hanging wing most of the time, Starscream seemed to be supportive, in the sense that he would have a conversation with her. They still stayed in Applebloom's room with Rainbow Dash on the bed and Starscream staying on the floor (though recently he was given a pillow and a blanket). Applebloom and her friends still stayed in the living room with Sweetie Bell and Scootaloo since they took it as a very long sleep over.

The ex-seeker was given much more freedom now and as time progressed, Starscream took it just as that, freedom. After being with the Deceptions for millions of steller cycles (years) and took the position as Second-in-Command and Air Commander, actual freedom was something that was almost alien to him. Sure he was still confined within the farm but at least he had the whole orchard and farm at his disposal, it was more than what the Decepticons offered.

"Decepticons…" Starscream said silently to himself. His affiliation…his cause…his identity… In a way it was all he was. His previous life before the war was so minor to the others that it had no meaning anymore. All there was left was the Decepticons, it was dead hole.

"I could only go up…" he continued. There was no where else when with the Decepticons…at least for him. His only hope was to advance in rank, become the leader of the cause. It was his only option other than termination, but he could never accomplish it, he tried so hard, but he never could defeat Megatron.

"I was a coward…Megatron knew that…he knew how to take advantage of that…" That's all he ever was in the Decepticon ranks, in battle it showed differently…sometimes, and when he was an explorer he showed the exact opposite…but that had no weight anymore.

"Was it really like that?"

Starscream turned slowly to the origin of the voice that was Rainbow Dash. It was late at night of the second night since their flight lesson. Every night, both of them talk about certain matters. Rainbow was interested in Starscream and he seemed to be interested in learning about her. The first night, Rainbow Dash told him all about the Wonderbolts and how she wanted be part of them, to which Starscream commented that she would probably be an excellent addition to the squadron seekers to which she took as a compliment.

Tonight however, they were talking about Starscream and his time with the Decepticons. Rainbow Dash wanted to know more about the ex-seeker and what she was uncovering was the same thing, the Decepticons. It was depressing to say the least, but she could tell that he wasn't telling her this to make her feel sorry for him. Everything was in a passive tone, like he was repeating old news that had no value anymore.

"Whatever, it's something I put myself in and I can't let myself out." He sighed looking away once again taking it as it was nothing.

"How can you be so…passive about it?" Rainbow asked "You just seem to disregard it as it was nothing, same with Megatron." Ever since she brought it up the first time to her, he seem to talk about like it was just a daily routine, nothing new to anyone.

Starscream had to think about what she said. The way he was talking was like anyone he could stand with the Decepticons (Aka Thundercracker and Skywarp) the closest thing he'd ever get to friends and that's only because of his rank. It was hard to tell Rainbow Dash about it the first time because it was the first time he'd ever told anyone about it period. The other Decepticons knew about it so it was no secret so he didn't have to explain in detail about it. Not to mention unlike them, Starscream was still learning greatly about Rainbow Dash, as with them he knew all of them in great detail.

He smirked turning away "Young Rainbow Dash, I've been going through this for millions of steller cycles-"

"Millions?" Rainbow asked skeptically.

"Cybertronians have fairly long life cycle. I'm not exaggerating."

"Wow, you may be older than Princess Celestia and Luna." Rainbow said surprised.

"Oh yes, your rulers. Twilight informed of them." Starscream said turning back her "But anyway, this is something that I've been going through for many years." He chuckled darkly "I've been just adjusting to it. I guess something I'll always live with this."

Rainbow smiled slightly "But you're no longer with them remember? You're with us." Starscream looked at her skeptically "You said so yourself you wanted no place with them and they think you're dead…I mean…you want to stay with us don't you?"

"Well...I…" he stopped to think about it. All this time he took at as a simple prisoner situation. After a period of time passes him would return to the Decepticons like before no different than the Autobots. But that was just it, he wasn't as much a prisoner as he was a fellow pony now. They feed him, they let him rest as needed, gave him free time, and they learned from him. They didn't just identify him as their enemy and that was all. They really didn't take advantage of the fact that he vulnerable in this state…

From Cybertronian to an Equidae creature, there differences were grand but he couldn't justify it just for the race's respected benefits. If he returned Cybertronian he'd have no option but to go to the Decepticons, Autobots were not an option because Megatron would always be after him. And staying a pony, he stayed here. A planet he would have to come to understand…but he found a group who were more than willing to aid him in that regard.

But he'd have to live with the fact that his life would be cut significantly short. But what was good of having a long life if he was never truly happy? Even if he did take over the Decepticons, what would be the reward? The only benefit would be Megatron out of the way, besides, he wouldn't be able to trust his men, and he wasn't particularly liked.

Rainbow Dash waited still lying on the bed staring at the ex-seeker who seemed to be long in thought to her question. The longer it took for him to answer the more uncomfortable she got. Surly he wanted to stay with them. He was miserable with the Decepticons and they did what they could to help him through his transformation. She could tell that he enjoyed her and the others company, even though he had to get past their unique characters. After a time, he even seemed to have the Cutie Mark Cursaders after him.

"I've…never thought about actually…" he finally spoke looking at Rainbow Dash. She turned to the side with light sigh "Rainbow Dash" he spoke in a lower tone "I've been prisoner many times over the course of these millions of years of my existence. I've never had the option like this before."

Rainbow didn't say anything as she turned her head facing the wall and pulling up the sheet.

"Rainbow I can-"

"Good night Screamer."

Starscream turned away and thought about it some more. He knew deep in his spark that he wanted nothing more than to be released from the Decepticon ranks and this may be his chance. What was stopping him from just start a new life with the ponies? He even liked spending time with the ponies that did trust him more so than the Decepticons that he could talk to legitimately.

He stopped and looked at his hoofs and sat back. Was it simply this form? It's not like he hated it anymore like he did before. Sure it had its draw backs and in a way he'd always be a transformer but he found some things about this new form that were more interesting. He turned back to Rainbow Dash and started to think about all the other ponies.

All of a sudden he thought back to their fight. He remembered her bruised form and the destruction of the town. The Decepticons have no place here. Even before the transformation he thought that. And being one of their race, he started to have a connection to it, a connection he felt as a transformer as well. He had to protect this planet.

He then turned to Rainbow Dash with a determined look "Rainbow Dash, Megatron is going to attack again, believe me I know that-"

"That's what he said." Rainbow said dismissively not even turning to him.

"Wait, he gave you time?"

"He said he'd attack in a week. Celestia and Luna are worrying about it…and Twilight." She added as a joke but her tone said otherwise.

"A week…" he thought for a moment. It's been three days since the attack "Rainbow Dash, you got to take me your rulers."

"Why?" he turned to around finally to face him.

"If you're going to beat Megatron, you're going to need to listen to me."

Rainbow remained silent for a moment "Are you-"

"I was Megatron's Second-in-Command, I know Megatron more than anyone. If you're going to stand a chance, you'll need me."

"Are you are going to stay with us…"

Starscream smirked "Well I'm not exactly a Decepticon now am I?"

It was then in an instant Rainbow was out under the sheets and back on the floor where she put her forelegs around his neck. It was a strange gesture for him but he could tell it was form of gratitude. "Thanks Starscream…"

The stallion only chuckled but attempted to return the gesture.

_-Canterlot-_

"What is the status of our new defenses?" Princess Luna asked one of Celestia's Royal guards.

"Yes, you're Highness. We've had problems at first for some reason and we are not too sure why but we were able to successfully use duplication spells to Duke's weapons and we believe that in two days we'll be able to outfit the pegasus portion of out army." The guard explained.

Luna nodded "Excellent. We may have a successful resistance against them without our prime defense of magic. Have we the have time to outfit our entire army with these new conventional defenses?"

"Some your majesty, if Megatron attacks when we said he would, than we may be able to outfit the entire royal guard."

"Has Duke started training our men with them as of yet?"

"Yes princess. Although he seemed to be recovering an injury at first this seemed to cost some time. But he is alright now." The guard explained.

Luna nodded with a light sigh "We thank you Captain. Dismissed." The guard bowed his head and walked out of the throne room. Luna sat there for a moment thinking of all the recent happenings. Invaders, destruction of an entire town, and her sister was sent to healing. How can this happen?

"I should check on my sister." Luna said about to get up.

"That will not be necessary." A voice called. Luna looked up to the door to see her sister walking down the hallway to the throne room.

"Sister, you've healed?"

"Enough to regain control." Celestia said walking up to her sister "I've been informed of our defenses status, have you learned of anything about our enemies."

"No sister, I, as well researchers have been searching frantically for an explanation for why they are not effected by magic. Also I've kept contact with your student, Twilight Sparkle."

"Has she found anything?"

"No…" she said sadly as Celestia walked by her sister and sat next to her as two rulers. "Sister, I must be honest, I am still concerned."

"I'm no different sister, but we must remain strong. If our men are going to defend us and our country, we must give them strong moral."


	10. You Gotta Care, You Gotta Share

**Chapter 10** You Gotta Care, You Gotta Share

The next morning, Starscream and Rainbow Dash confronted Twilight about his defect. Leaving the Decepticons completely and aiding in the defense of the planet, he made it clear that he wanted nothing more with the Decepticons and with his help they could guarantee victory over the Decepticons. Twilight was just as delighted as Rainbow Dash and immediately wrote a letter to Celestia requesting there presents and sent via Spike.

"So what is this letter about Twilight?" Spike asked sitting at the kitchen table after he sent the letter.

"Well you see, after extensive research from um…" Twilight struggled to come up with a term that was around the truth instead of straight forward lying.

Applejack only shook her head "Twi, no offense but Ah think their going to find out eventually."

"Find out what dear?" Rarity asked no sure what they were talking about. All of them were in the kitchen excluding Granny Smith who was having her nap.

"But don't you think that-" Rainbow Dash began.

"I am a Decepticon." Starscream said out of the blue with all of them turning to them "I am one of the invaders of your planet."

"What!" Rarity said surprised "You vial, how can you even-"

"Yeah, what kind of-" Scootaloo yelled as well.

"Hey, hear him out!" Rainbow Dash defended forcing Rarity and Scootaloo to be quite mostly because they were surprise that she of all of them was defending him.

"Thank you." Starscream said somewhat annoyed but he expected that reaction "Through this mysterious entity that is prominent on this planet called magic, I've been transformed in a pony. My time with you ponies made me realize that I have no desire to be with Megatron and the other Decepticons, or rather, I realized I don't have to return, not this time."

"Okay, that's good to know. But why are you telling us now?" Fluttershy asked.

"Because you'll find out eventually. When we go see your rulers, I have to explain why I am able fight them. Without my help, the Decepticons we win the next encounter."

Spike jumped out of his chair and onto to the table "Wait, wait, wait, I thought the princess' were getting those new weapons…that other pony had… "

"If you talking about that one Pony's arsenal, it will not be effective enough. Knowing Megatron, he'll call in plenty of reinforcements. The technology he used was equivalent to Earth's, it wouldn't be very effective, at least not this time."

"What did you mean by reinforcements? There are more of you meanie Decepticons!" Pinkie asked.

Starscream chuckled "The Decepticon army is massive compared to yours." Rarity, Pinkie, Applejack, and the Cutie Mark Crusaders gasped "But Megatron can't use it, also it would be a waste of energy, something we are not capable of doing right now. Besides, if he wants this to go smoothly he would need to keep a good number of them to stay on Earth and Cybertron to prevent the Autobots from interfering."

"So…why are you betraying them?" Spike asked still skeptical.

The ex-seeker turned to the dragon and answered lightly "Because…I have friends here."

"Clie-" it was there the young dragon burped out a letter "Ah a letter!" he took the letter and began to read it.

_Dear Twilight Sparkle, My most faithful student,_

_I am pleased to hear that you may have something that can aid us in this troubled time. My wounds have healed and I have resumed my rule. My sister was able to efficiently outfit our military with these new weapons, and at an efficient rate I might add. I always did have faith in her. _

_I have sent a carriage to bring you to the palace._

_Sincerely,_

_Princess Celestia_

"Alright! Once Starscream tells them everything, we'll win for sure!" Rainbow said excitedly.

"Now hold on Rainbow. My personal views aside, we have to make sure Screamer get's a word out. That said" Applejack turned her attention to Starscream who was already facing her "I recommend yah keep your trap shut."

"For once mare, I have to agree." He answered.

It was then that the pink mare jumped on the kitchen table and got uncomfortably close to the ex-transformer. Her expression was a glare straight into his eyes actually making him back away a bit. So much so that Pinkie was able to jump off the table. The other ponies were just surprise at the sudden reaction but also seemed to be hostel at the same time. Starscream backed away into a wall as the pink mare got closer and closer to his face, intimidating him more so than any of the others.

There was a pause for a few seconds but before any pony could say anything "What was it like being a transformer?"

Starscream's look of stress turned to annoyance immediately "What?"

"What was it like? Did you guys have parties?"

The others merely chuckled at the sight as Starscream got progressively annoyed with the questions "It was different from a ponies and no we didn't have parties…at least not often…"

"Oh! Did you get all sorts of presents at your parties?"

"Not really" Starscream said moving to the side trying to avoid the excited pink mare to Twilight "Please tell me your mode of connivance will be here soon."

"Well considering the urgency of what you have to offer, I'm sure that they will be here shortly." Twilight explained.

"Wait, you told her about me and the Decepticons?" he asked somewhat concerned.

"No, no, I just told her that we have a break through that may aid us."

"…I guess that's the safest way to get there."

"Right. Knowing Celestia though, they should be arriving almost-"

"Look everyone, I can see it!" Applejack called from the other room.

All of them ran outside to see the carriage land right in front of the farmhouse. It was an elegant design that was mostly white. The color scheme was very similar to all of Celestia's stand out colors. The frame was the aqua green and the door framed with light blue. It was propelled by two grey stallion pegasus with gold armor.

"Well, I won't say that your rulers are not efficient…" Starscream said surprised at their speed, though he was aware of this entity of magic and of course the distance was not significantly far but still was rather impressed.

"The princess has requested your presents, you and your friends." The stallion said looking directly at Twilight, showing that she was talking to her specifically.

"Yes, thank you." She turned to her friends "Alright let's go everypony!" And with that, all of the entered the carriage. To Starscream's surprise, it was able to fit all of them.

"Can we come?" Applebloom asked as she tried to jump in.

Applejack chuckled "Sorry Sugarcube, but this is a serious matter. Y'all stay witya brother alright?"

The yellow filly sighed sadly with her friends also sadden "Alright…"

"Y'all be able to handle them Macintosh?" Applejack asked.

"Eeyup!" he said with a soft smile he usually had.

She smiled at him and then waved at the little fillies as the other ponies inside had a seat inside. The carriage was slightly larger than most. Instead of six seats, it had eight, obviously to accommodate Starscream. The remaining seat was occupied with Twilight's saddle bags, which Spike sat on, which she sat next to.

After all of them were set up properly, the carriage started their way back to the palace. During the trip, Rarity, Fluttershy, Applejack, and Pinkie were all talking about their miserable time when they went to the gala. Starscream mostly just looked out the window, clearly concerned about the upcoming events.

Telling the group about his previous endeavors and form was one thing, but telling their ruler while he was vulnerable was something entirely different. This group he was comfortable with, he trusted them and they trusted him, well at least Rainbow Dash and Twilight did anyway. But at the palace he was going to their rulers, their highest position and most powerful, both in political and physical power, the one who successfully turned him into one of their kind. He could only hope for the best at this rate. He made his decision. He was on their side, his position with the Decepticons was no more…he actually had to smirk at that.

"Doing alright Screamer?" The cyan pegasus asked. She was sitting right next to him.

"I suppose. I can't say that I'm looking forward to it. I can't imagine this going smoothly." Starscream said honestly. He smirk at the idea, he's been more honest with them than his entire existence with the Decepticons.

"I won't worry about it." Rainbow Dash said dismissively "Egghead here is the Princess favorite student. I'm pretty sure that she'll hear you out."

Twilight rolled her eyes at her nickname that Rainbow Dash gave her but let it slide "She's right. Celestia is my teacher, I'm sure that she'll let you speak if I you let me introduce you."

"Yeah, so pretty much wait till Twilight says you can talk." Rainbow simplified.

"Fair enough. Have your rulers made any attempts to prepare against them?" The ex-seeker asked.

"Aside from making more of those weapons that stallion used, I don't know."

"Eh, doesn't matter! Screamer here will tell us how to take them down." The female pegasus said confidently.

"Hmph, this may be best chance I'll ever get to defeating Megatron." Starscream snickered at the irony of the situation.

Within a short time all of them arrived at the palace and were escorted by several guards, all of them armed with firearms that Duke provided. None of the guards spoke with them except for when they departed and one guard told them to follow them. As Starscream expected the whole palace to be this elaborate in such an extreme care. He wasn't accustom to such pleasantries, not to say that Cybertron didn't have elaborate buildings as well, mostly in Iacon City but that was before the war.

"Wow, they really making sure that we're protected huh?" Spike said aloud who was currently riding on Twilight's back.

"Well considering what we're about to offer, I'm sure they don't want anything to happen to us, all things considered." Twilight explained and then turned to Starscream "Remember, let me do the talking till I say you can."

"As you command, mighty Twilight Sparkle." He said with sarcasm mostly because he was tired of hearing the same instructions. Twilight merely rolled her eyes as they continued.

Within a short period of time and going through many corridors and hallways they finally made it to the thrown room. They were surprised to see both Princess' were sitting there waiting for them. Both Princess Celestia and Luna were sitting side by side both with a look of hope on their faces.

Starscream was shocked at the sight. They were larger than they were. He didn't really get a look at Celestia when he was transformed. They were both grand in their flowing manes and royal garb. It really was a sight to see, especially since he was so small now compared to them.

"Twilight Sparkle, My Most Faithful Student" Celestia said joyously as before when she visited her student.

"Guards" Luna addressed them "Thou's presents is no longer needed. Vacate the thrown room immediately. We thank you for bringing them in safely."

"Yes your highness." All the guards said in unison and walked out the main doors.

"It's so good that you've come to us with information that can protect Equestia. What have you to offer my student?" Celestia asked.

Twilight took a few steps forward "Celestia, Luna, since the attack on Ponyville, we've met someone who was vastly knowledgeable about the Decepticons."

"Is this the Stallion to whom you have brought forward?" Luna asked while also making an observation.

Starscream was about to say something but Rainbow nudged him with her hoof since she knew full well that Starscream was going to say something. Starscream only glared at her to which she smirked at his reaction.

"Yes Luna" Twilight said then turning back to Starscream and motioned him with her hoof "Please introduce yourself."

Starscream walked beside Twilight and faced the two rulers. He had to be honest, he was quite intimidated. "Rulers of Equestia, I am Starscream, I am Megatron's Second-in-Command."

There was a pause from all of them. The only sound uttered was Celestia gasp when he introduced himself. But before she could say anything the ex-seeker continues "From the initial attack of Ponyville, I was transformed into your race."

"How has thou become from a massive machine to our race when thou is immune to our magic?" Luna asked thou sounded more like a demand, considering she now learned she was talking with their enemy.

"I'm not sure." He replied passively since the question has been asked so many times already "Regardless, my time with Twilight Sparkle, Rainbow Dash, Applejack, and all of the others, I learned something. Even before my transformation, I felt that we Decepticons have no business here."

Celestia's angered expression softens when he explained what Twilight and the others taught him and could tell he was telling the truth.

"My time with them showed me that this is a planet that must be preserved. From what I understand, this planet is heavily reliant on this entity called magic."

"This is true, Starscream." Celestia began standing on all fours "My planet has been in harmony for many years, aside from a few mishaps here and there. We've had no need for developing more advanced weapons for conventional warfare."

"But I have. I've been with the Decepticons for millions of steller cycles. And was Megatron's highest officer. If you're going to be defending Equestia you're going to need me."

"Starscream" Celestia began "If what you are saying is true, than allow me to let you join in preparing for battle."

Starscream finally had the confidence to give his signature smirk "With pleasure my dear Celesita."

"Thou have much to offer. We personally thank you for your defect from the Decepticons. Please enlighten us with your information." Luna commanded.

Within an hour Starscream was already talking with Luna and other ponies all about the Decepticons. He was talking about all the major Decepticons in great detail. Being both Second-in-Command and a scientist, he knew all their weaknesses and knew how to exploit them, even with Earth level technology. By his side was Rainbow Dash, if for anything to protect him, they knew very well that not all ponies would trust him, but he accepted this even on the trip here.

The others were occupied as well. Applejack, Pinkie Pie, and Rarity were working the armor, making adjustments as well as testing them. Applejack tested them with her hoofs as Rarity took care of all the measurements and other minor details that she felt that were major details much to Applejack's cringe. Fluttershy was taking care of the many animals that were in the area. Due to the situation with the Decepticons, many of those who maintain the garden were busy with other tasks, so Fluttershy made it her duty, despite what happened at the Gala last time. And Spike was with Duke Hoof'em, expecting to learn something about attracting mares.

Twilight however was with her teacher in Celestia's personal bedroom. Both of them were over looking her notes that she took when all the times she talked to Starscream. Even though Starscream gave much information about himself and his former race, it didn't explain how magic was ineffective against them.

"I'm sorry Celestia. This is all I have. Starscream told me that magic was something he wasn't exposed to, I'm sure he doesn't know why either." Twilight said dejectedly looking back at her notes. Both of them were lying on the bed looking at her notes.

"I understand my student. You did your best. And we are not without hope, if it wasn't for you and your friends, Starscream wouldn't have found Friendship."

Twilight blushed lightly at being flattered by her teacher "Hmph, yeah I guess, in a way, Starscream is kinda like me, aside from out interest in science."

Celestia smiled "Twilight Sparkle, in recent time, before this issue with the Decepticons, I felt that you were greatly educated in many ways and friendship is becoming you're strongest field." Twilight looked at her teacher directly now "I knew you been greatly taught when you helped my sister on Nightmare Night, but now that you have showed this to somepony to has not been exposed to friendship before, I must say that is quite an accomplishment."

"Um…thanks. But really I think it was Rainbow Dash who really broke that into him."

"Because of this, I am giving you a choice." Twilight attention was now at its zenith "After this conflict is over, would you like to return to Canterlot to continue your other studies? Or you like to continue living in Ponyville and start an alternative form of me educating you."

Twilight stopped and was surprised at that proposition. If this was a year ago she would've been all for it. But she's gotten so close to her friends over the years that she couldn't imagine leaving. And if anything, she knew there was more to Friendship than what she has learned.

She shook her head "N-No…I can't. I've…no…I have to stay in Ponyville. I know there is so much more to learn about friendship, and Starscream even with Rainbow Dash, I think he'll need more help and so will Rainbow Dash. Besides, they have to send friendship reports too."

Celestia was surprised but smiled "I understand my faithful student."


	11. Instruments of Destruction

**Chapter 11** Instruments of Destruction

The next day went on much like when they arrived although it was more in a hurry since Megatron's date of his next attack was tomorrow. All of the army was outfitted with Duke's firearms and most were becoming proficient with them as well. Duke Hoof'em himself watched over their training and made sure he received his weapons back. Other similar weapons were being looked into but since time was limited, they mostly just focused on weapons that Duke provided.

Most of the weapons were being created deep inside the palace, only officers of the Royal Guard and the Princess' themselves were authorized to go do here on most cases. But because of the urgency, many of staff, including the Mane six and Starscream were now authorized to go here.

There was a main room that was full of equipment with aisles of various firearms. There were a team unicorns using a duplication spell to make various firearms and mostly ammunition. Throughout the aisle there were pegasus putting the weapons and ammunition on crates and Earth ponies pulling the crates into a nearby armory.

"There should be enough guns and ammo." Duke said to the three ponies behind him as well as the young dragon on his back "The Royal Guard should be able to hold their own if they stay in groups."

The ponies behind him were Twilight, Rainbow Dash, and Starscream following close by. They were walking through the active assembly line of tried unicorns constantly trying to rapidly making ammunition for the guns to be used. They were all heading to a work bench that Starscream requested so he could work on his own arsenal with the help of Twilight.

"And this will be the primary force to combat the Decepticons?" Starscream asked.

"Yeah, I've dealt with aliens before and kicked their asses." Duke then stopped and turned to him "Something bother you about our weaponry?"

"Not exactly I'm just concerned. The weapons you are using are similar to Earth's. Not to insult your efforts but that will have little effect against the Decepticons."

"It did well against you last time." Duke argued as he glared at him.

"We never had a confrontation Stallion! You should be happy I'm now on your side, our only hope now is if you are the others are able use the information I have provided and defeat the Decepticons!"

"Do you want to make this ugly?" Duke said stepping closer to the slightly smaller pegasus.

Starscream growled "I may not know your credentials Duke Hoof'em but I assure you I am not without backing."

"Alright enough!" Twilight interrupted "We're preparing to fight the Decepticons not ourselves." She turned to Duke "Thank you Duke." Duke nodded with an annoyed look and started to walk way. She turned to the pegasus "Starscream, I know that you're always around this stuff back with the Decepticons but you need to understand this is all we have."

"I didn't say that you had bad artillery, I'm concerned! Knowing Megatron he'll probably send in more than reinforcements."

"What are you so worried about anyway? You told us all that was needed to be able to fight Megatron. So what are you concerned about?" Rainbow asked curious.

"I…I really don't know." Starscream shook his head "I asked Celestia to bring me back to Cybertronian form, she tried but she didn't know how she did it. Not to mention she doesn't know a spell on how to make a Cybertronain again."

The blue pegasus sighed. She had to admit, it would probably help if he could return to his original form, but that wasn't possible. "Eh, we won't need it. All of us, the Elements of Harmony, the Royal Guard and all of them, we'll be able to stop them."

"Elements of Harmony?"

Rainbow raised a brow for a second "Twilight didn't tell you about the Elements of Harmony?"

"No." he said turning away and started walking toward a vacant workbench with Rainbow Dash following. It was a typical metal slab and hutch on it hanging various tools. He looked at the available tools and materials and then tried to reason everything. "What are they?"

Rainbow chuckled "Well believe it or not, you've been talking to them since you've been turned into a pony."

Twilight joined in "She's right. Honesty, Laughter, Kindness, Generosity, Loyalty, and Magic."

Starscream put a large metal tube on the work bench and Twilight went next to him and then he turned to her "What?"

"Well you see all of us, Twilight, Rarity, Applejack, Pinkie Pie, Fluttershy, and myself are the Elements of Harmony." Starscream only raised a brow showing he was still confused. Rainbow Dash sighed but chucked again "We'll explain."

_-Cantorlot Library-_

Princess Luna was in the library by herself for a change. During most of her time since being freed from Nightmare Moon, she usually left in the library with most of the subjects ignoring her or fearing her. The only exception of this was her own sister and Twilight as well on occasion she didn't often have them as company. This made her feel lonely most of the time and it actually made her feel uncomfortable of utilizing her authority. It made her think of Nightmare Moon again.

But being alone actually left her a little more joyous. She didn't feel like she was a burden or something that should be feared. While she usually hated being alone, after going through all that, she learned the difference between being alone and lonely.

She was at a small table that was in the middle of the rather large library of many books of many genres and studies. She had all of the notes that Twilight took of Starscream and had various books about magic. She was most curious of the Cybertronian's immunity to magic, she knew her sister and Twilight weren't lying when they said it didn't work.

But she couldn't shake the feeling that Starscream was telling the truth as well. She'd seen great lairs before and after her imprisonment on the moon and she couldn't help but feel that Starscream was in fact telling the truth, not to mention that the elements themselves seem to confirm that he was in fact at one point a Transformer.

But it didn't add up. It was confirmed that they were immune to magic, and yet this particular spell that was casted on him not only had an effect, it transformed his entire being. There had to be an explanation for this.

Luna closed one book and opened another and laid it on the spine of another. She began to read aloud.

"Magic is an entity, while possible that variants of this entity exist elsewhere, it will always remain unique to one planet." She paused then continued "It order for it to be utilized properly it must be one with the nature of said planet."

"One must be with that nature…" Luna quickly went back to the notes Twilight made "Hmm…"

"Starscream states that he is from another planet known as Cybertron, a mechanical Alien race from a different planet."

"A different Planet…" she said to herself "One being with nature of an entity." She pieced it together "They are not of the planet…therefore they are not part of our entity of magic." Luna for the first time smiled genuinely during this whole situation "That's it, since they are not of our planet, they are not with the nature of it, and therefore magic has no effect on them."

She didn't praise herself yet however "But that doesn't explain what happened to Starscream…"

Luna closed the book and tried to clear her head. She closed her eyes and went into deep thought. Magic was an entity that could only be used by those that are one with that nature. If one with that nature is not possible for them to utilize magic, or to be used on them, therefore spells are ineffective.

"Wait an entity…" She said aloud "An entity can be fused with one…all things…" she remember being told by her guards that they had problems using duplication spells on Duke's weapons. She was later informed that they were also of alien origin. But within time they were able to successfully duplicate them.

"Prolonged exposure to the entity…" she thought "Was Starscream here longer than the other Decepticons…is it possible that it was merely powerful magic and time on this planet was all it took…"

_-Nemesis 2-_

"What are conditions on Cybertron?" Megatron asked Shockwave through their video transmission. It was a three-way channel and it was also connected with Blitzwing.

"We've been able to keep our ground Megatron. Fortunately, that last energy run you sent before you went on your way has been rationing us well. According to Blitzwing, he should be sending another run soon." Shockwave answered.

"Excellent. This planet is far so it may take some time for energy to be transported from here."

"What is the status of the reinforcements?"

"Astrotrain has informed me they are still on schedule. You should be in comlink communication range now." Blitzwing added. "Hopefully, we'll be able to construct another space bridge to connect the planet with Cybertron like we did on Earth."

"This will all take time." Megatron said "But right now I have a planet to exterminate." He sat up and was about to turn off the feed.

"Megatron if I may." Shockwave interjected quickly. Megatron stopped "What if the primitives of the planet give in and allow you to take the planet?"

Megatron smirked "Then they will receive a more merciful death."

_-Canterlot Underground Armory-_

For the rest of the day Starscream, Twilight, and Rainbow Dash all worked diligently trying to make a weapon, to which he explained was his own design. Since returning to his original Cybertronian form was not an option, he would have to improvise. Fortunately, being a scientist, this was an easy task. With Twilight's magic, all things that required an actual hand for could be accomplished.

"So what exactly are we building anyway?" Rainbow asked yawning afterward. Usually she had long naps but that was not the case now, they've been working on these almost all day.

"Since returning to my Cybertronian form is not possible. I'll have to make an alternate method in using my weapons." Starscream responded as he watched Twilight carefully put a redish, pink object inside the long tube like weapons.

"What are we making anyway? I mean what is the alternative weapon you're talking about?" Twilight asked as she then used her magic to close the two openings.

Starscream went over and put a welder in his mouth and quickly welded them both in quickly. "A weapon that Rainbow Dash is quit familiar with." He smirked.

Rainbow smirked to "Oh the one you couldn't even hit me with."

"Perhaps, but they were effective were they not?"

"Yeah if you aim!"

The two chuckled for a moment and Twilight only smiled at them. She had to admit it was cute sight seeing the two become so close that even bad memories from their first encounter could be turned into a laughing matter for them. She could tell that Rainbow Dash was getting close to Starscream fairly early but now she was seeing it in full view to how much it had evolved in just a few days.

"At any rate" Starscream began turning back to their completed work "With my newly modified Null Rays, I should be able to add more relief on the battle field." The design of the actual guns looked similar to his original weapons, but they were smaller now and put in the design of a saddle. It also had an advanced targeting system that worked by the motion of his forelegs. "It probably won't have the same effect that my original ones did but should do fine."

"Well that's good." Twilight said then stretched her back "I'm going to go check on Spike and talk to Celestia. Have fun you two." And with that Twilight left the hanger.

"What did she mean by that?" Starscream asked.

"I have no idea." She said dismissively. "Come on, let's test these things."

"I agree." And with that two of them left with Starscream putting on his new weapon they just constructed. The two of them quickly went to field that currently was only occupied with Fluttershy having a much easier time taking care of the animals than her pervious encounter at the Grand Galloping Gala.

"Oh, Rainbow Dash, Starscream, what are you doing here?" Fluttershy asked.

"We're here to test Starscream's Null Rays."

"Null Rays. You're not here to-"

"No he's not going to shoot at any of the animals." Rainbow Dash and Starscream only rolled his now-organic eyes.

"Oh okay…" was all Fluttershy said and then went next to Rainbow Dash as they watched Starscream prepare the weapon.

Starscream decided just to aim up in the sky and fire. Trying to perfect accuracy was a chore that could not be performed yet. Not to mention time was of the essence. It was late afternoon and shortly would become evening so they had little time to do anymore tinkering.

"Alright, let's see if these things can be put together with this magic…" he said under his breath.

He put his hoof up and motioned the left Null Ray up in the air in a diagonal direction in the air. He paused for a moment when he noticed a strange bird fly into the trees. It landed on a thick branch and watched over them. He squinted at it and then it turned into a glare.

"Laserbeak!" he fired laser at the bird and it bit the branch off as the bird quickly flew away screeching.

"Starscream! Don't-" Fluttershy was cut off

"Don't let that bird get away!" The stallion yelled as he flared his wings up and flew into the air. Rainbow Dash quickly followed.

"What's going on?" she yelled as she caught up with Starscream.

"It's Laserbeak! Primus knows how much that bird has recorded!" He explained then fired his new weapon at the bird once again but it was avoiding it.

"That thing's spying on us? Well, I'll take care of that!" Rainbow Dash then flew fast toward the escaping bird and within time she caught up with it. "Alright you little buzzer it's time I-"

When she tried to grab it but it did a loop under her and then went straight into the sky. Rainbow was going too fast to be able to get it now. Starscream attempted to shoot him down and while able to hit it, it didn't stop him and at this moment, it was far into atmosphere, no pegasus would be able to survive that.

"For the love of Primus…" he said annoyed at this as he just hovered in the air.

Rainbow Dash flew next to him "Sorry Screamer, the bird gotta away."

"We can only hope that the information he has to offer is not much. Otherwise, preparing for battle will all be for naught."

_-Nemesis 2-_

"Laserbeak has returned Megatron." Soundwave said to his leader next to him.

Both of them were waiting in the launching bay awaiting Laserbeak's latest report. They been mostly sending Laserbeak to Ponyville since that was they attacked but when they realized that they were not putting up defenses, he decided to send him to Canterlot since it was what they believe their government. Megatron turned to the launching bay opening and saw the bird come in.

"Excellent." The leader said as it landed on his arm "I can always guarantee that you'll return safely." He smirked as he thought of Starscream's demise. He then pulled out his arm and the bird flew off "Soundwave, playback Laserbeak's findings."

"As you command, Megatron." The communications officer opened his chest as the bird transformed into its cassette form and slid in. Soundwave then walked over to a computer, transformed and then connect himself to the computer to show video footage.

At first the video was disoriented and most of it seemed impossible to view. "What is happening?" Megatron said annoyed.

"Laserbeak has been damaged from the encounter. Most footage has been corrupted." Soundwave explained.

Megatron growled but then noticed a clear picture. It was three winged ponies with one with cannons on his back. Megatron looked interested and then noticed of firepower of it. The rest was of Laserbeak's escape.

"Hmm…it seems that the ponies may have an effective arsenal after all…"

"Megatron!" a voice yelled as he ran through the launching bay doors reviling it to be Skywarp "Reinforcements have arrived!"

_-Cantorlot-_

Starscream and Rainbow Dash informed Luna and Celestia of their run in with Laserbeak and immediately had to send in a more strict patrol and had many pegasus waiting carefully in the clouds as watchers. Everyone was still concerned but they also had to worry about the actual attack.

Both Starscream and Rainbow Dash were given their own rooms in the palace but Rainbow and Starscream decided to spend time in the ex-seeker's room on the bed lying on side above the covers. They were both practically the same; a large bed, a fancy wardrobe which seemed entirely pointless, a window over looking everything, and rug, all simple but also elegant accommodations.

"So, you worried about the attack tomorrow?" Rainbow asked. While earlier she was saying she had no concerns, the closer the time came, her confidence started to fall.

"I can't say I'm looking forward to it…but it's the only option we have. If you surrendered your planet Megatron would annihilate your race while you let him take it…"

Rainbow sighed…she couldn't take this like she could before. She was…scared. This was the fight for their planet. If they lose, it's the end of their race. So much was on the line now. Her friends, her family, their planet, Starscream…"

"Starscream…"

He looked up at her "Yes…"

"Tell me about yourself…Not the Decepticons! Before then…"

"It doesn't matter." He said turning away.

"It matters to me!" she said angered but there was a hint of sadness…which also showed her fear of the attack and the possible consequences that my come from this conflict.

"…I…I was scientist for Iacon City" it was the first time in millions years has he ever talked or even thought back in great detail. He always talked about the Decepticons otherwise. He told her about his sparklinghood and the many different adventures he had with Skyfire when he was an explorer.

It felt different talking about this than his time with the Decepticons especially with someone like Rainbow Dash. He spoke for more than an hour explaining his entire life as Rainbow Dash listened with interest. Within that time she nodded off to a peaceful sleep just as he finished.

He smiled, not smirked, smiled at this moment. He looked at the female blue pegasus, he never felt so comfortable with any being before. He never shared things about himself to anyone except her. The thought of being part of her species seemed like a blessing now from Primus. A beautiful creature he would always want to be a part of.

He carefully got closer to her and lied his head on top of her and nodded off to sleep as well. Rainbow Dash smiled in her sleep.


	12. I Still Function, Wanna Bet?

**Chapter 12** I still Function…Wanna bet?

It was early morning and the entire Royal Guard was fully outfitted with their new weaponry. Despite only having less than a week of training with their guns, most of them were fairly proficient with them. But not all of them were armed with firearms. The Pegasus portion was mostly armed with assault rifles and few were armed with Rocket Launchers.

The Earth pony portion of the army was outfit entirely of Rocket Launchers with the unicorns mostly being used as their partner. Carrying the ammo, help reload the weapon, and assist with aiming if needed. And good portion of the army was also made up of volunteer ponies.

Cantorlot was quietly evacuated and moved to either Ponyville or Fillydelphia. These towns were also making underground shelters and other provisions in order to be protected from the possible attack on these towns as well.

Both the Princess of the Night and the Princess of Day were standing together on the balcony overlooking the empty town. It was the first time in such a long time, that the two ruled side by side, literally. Since Luna's return, she resumed her role ruling the night as she did before Nightmare Moon shortly after. But this was the first time both of them were ruling side by side, sisters, both having total power of authority.

"The time has come Celly, I wish I could be more uplifting." Luna said with a low tone.

"As do I Lulu, I wish I could be as more confidant as well. We did what we could; this is our last chance to defend ourselves." Celestia said looking like she was glaring into the ground.

"Sister, I have a hypothesis I wish to test." Luna said as her sister turned to her. "Remember last night when I told you about what I discovered?"

"About the possible explanation as to why the Decepticons are immune to magic?"

"Yes. I believe why Starscream transformed into a different form was because he was here longer than the others." Luna stopped for a moment "Wait, why did you choose to turn Starscream into a pony?"

"I didn't." The day Princess said coldly "I used a paralyses spell."

Even 1000 years absent, Luna knew her sister like the back of hoof, and she could tell that was not telling the truth but she decided to not push the issue "I have a theory, from what I found, it seems that Starscream was here longer than the others. Perhaps we need the Decepticons to stay on the planet as long as possible."

"…we don't know if Starscream was here any longer than the others. And even then, the spell I casted was not what I wanted to happen…"

"But it will make them more vulnerable. If it is true, it may not have the same effects as we want, but it will offer more of a defense." Luna pointed out. She couldn't believe they were actually arguing this.

"We shall see sister…"

_-Main Hall-_

"Well, the day is here girls…" Twilight said little concerned "I never thought that something like this would happen…"

"Don't worry non Twilight. It's true we didn' see Nightmare and Discord comin either."

"But we could stop them. Magic worked against them. We've never needed any kind of conventional defenses…"

Twilight, Applejack, Pinkie Pie, Rarity, and Fluttershy were walking down the hall all together. It was still very early morning and was still mostly dark outside, not entirely, but one would have some trouble traveling through it. The entire Royal army was up and about ready for any kind of attack or resistance. Ironically, they never found Duke Hoof'em anywhere.

"Alright, I'm going to get Star up." Twilight said as she and Applejack started branching from the group.

"Okay, we'll get Rainbow Dash." Pinkie Pie said excitedly.

The two groups split and made their way to their desired locations. When they branched off, Twilight turned her attention to Applejack "How you feeling?"

"Ah wish ah could say Ah'm ready fur anything…but can't do that. Well, I'm sure we'll be alright. We're ready fur them this time…"

"Well, I hope so." Twilight said before turning using her magic to open the elaborate bedroom door. Both of them walked into the dark room. The only light source came from hallway and the very little that came from the outside windows. "Star?"

"Hey, Screamer…" Applejack added walking in next to Twilight.

Twilight then used her magic and turned on the lights. She felt it was a little harsh to wake him so rudely but time was of the essence and they really couldn't see much of anything with the available light sources. When the lights turned on and illuminated the room, the two of them turned to the bed and saw both of them comfortably lying on the bed, Starscream lying on top of Rainbow Dash.

Twilight smiled at the sight. She thought it was pretty cute. Even Applejack had to admit it was a quite a sight. "I may not like 'em. But Ah gotta admit they do look like their in ment fur one another."

"Maybe." Twilight said still with a smile when she finally worked her way over to the bed. She got over there and used her hoof to wake the seeker "Come on Star. It's time to get up."

The ex-seeker stirred and slowly opened his eyes before getting off of the blue mare. He turned to Twilight groggily "Eh, I suppose its time." He put his hoof through his mane and then turned to Applejack and then back to Twilight "Where's everyone else?"

At this moment Rainbow Dash woke up to see a smirking Applejack. She didn't understand why. "What? You know I sleep in…"

"Maybe, but ah always figured you slept on the cloud alone."

Rainbow Dash continued to look at her confused till she realized that she was in Starscream's room. "Oh, come on Applejack."

"They all went to wake Rainbow Dash" Twilight began "But considering she's already here."

The ex-Air Commander rolled his eyes, despite being Cybertronian he knew what they implying "We don't have time for this. Primus knows when Megatron actually going to attack."

Both Twilight and Applejack chuckled at the both glaring Starscream and Rainbow Dash. They were pretty sure nothing happened between the two was physical beyond lying on top of each other. But it was too perfect to just let it slide.

"Alright, alright, Luna told me the Celestia has Breakfast ready for us so let's eat up fast and get ready."

_-Hour and half later-_

Within that time period, the army was all put into hiding, whether it is by being in the buildings, hiding in the clouds, and very few put into the open, obviously to give false impression that their military was not as grand as they want to believe.

The two Princesses once again were both waiting at the balcony, waiting for any kind of attack from their invaders that were impending the attack. Starscream was on the roof with his null rays over his back. Rainbow Dash was there as well but was armed with an assault rifle (had to steal it but it would for a good cause). Twilight, Fluttershy, and Rarity were preparing themselves to be field medics. And Applejack and Pinkie Pie were going to be transport equipment to be they could.

"How do you think Megatron will attack?" Rainbow asked the ex-Air Commander.

"Knowing Megatron and the fact he gave you a time limit, he'll more than likely-" Starscream was interrupted with a sudden cry from the Captain called to his men "Stand guard men! We have the enemy in sight!"

All of them looked in the air to see the four metal giants from before. Megatron was flying in the middle with Soundwave behind him with Skywarp on the left of them in vehicle mode with Thundercracker on the right of them also in vehicle mode. All of them were flying straight to the palace flying over the seemingly deserted town.

All of them flew to the ground with the two jets transforming to robot mode and standing on the sides.

"That's it?" Rainbow whispered squinting at Megatron.

"Don't be fooled. He's leaving false impression that he has no additional reinforcements." Starscream assured.

"Princess Celestia!" Megatron called out. Both the Princesses looked down from the balcony to see the Decepticon leader. "The time I have offered to think of your decision has expired. Will you surrender your planet to the Decepticons willingly, or will you fight and be terminated in the process?"

The day Princess took a step forward "Megatron, leader of the Decepticons, we will not surrender our planet to you!"

Luna took a step up as well speaking her loud tone "Thou's purpose for it is for malicious deeds that We want no part of! Thou shall not have Equestia!"

Megatron smirked as he then flew to the air and was now eye level with the two princesses "So you decided to disregard my generous offer?" his smirk grew wider "Than you shall only see it's dismemberment!"

Without warning the leader flew into the air higher as the Decepticons on the surface opened fired on the rulers. It was then that a brigade of rockets flew toward the surface Decepticons knocking them to their knees but they all retaliated immediately firing where the rockets were coming from. The rockets fired at the Decepticon leader had little effect.

The smoke cleared from the balcony and he saw that his men's attack had no effect "This many be more interesting then I thought…" flew to the side evading the rockets being fired and opened his comlink "Decepticons attack!"

In the sky a large number machines came from the sky. The ponies looking up saw the number of Decepticons coming in. A mass number machines, that looked even more powerful than the one's they were fighting already. Few looked similar to Thundercracker and Skywarp but there was plenty of others that stood out. Few were bright green and purple, others were just an array of different colors and shapes, none of Equestia have scene before.

"There's the reinforcements…." Starscream said in a low tone not a single look of surprise.

"Pegasus! Attack!" The captain called as the large number of pegasus armed with assault rifles flew into the air starting their counter attack to the Decepticon invasion.

"I'm worrying about the ones on the ground! They attacked Ponyville!" and Rainbow Dash flew up and went to assist the ground forces, but before she left she turned to Starscream. "You ready for this?" her tone was a mix of excitement and concern…her fear was starting to show more vividly but was also thinking of the ex-seeker.

"…I've been awaiting almost an eternity for this…" Starscream growled and flew into the air to Rainbow Dash. "This is our only chance Rainbow Dash… Megatron will not leave till this battle is decided…"

She stayed silent and taking in a gulp and then nodded "Thanks…for everything Starscream…" she wanted to say more but she wasn't comfortable now since all the destruction that was about to occur. It was common perhaps in a novel but Rainbow didn't want to look at it that way…maybe because she wanted it that way but she didn't know what Starscream would think…

Starscream tried to make it look like it was just another battle like against the Autobots but…he couldn't. This wasn't just about his own spark on the line or just a meaningless cause…it was either way he could lose everything. It wasn't even about losing his own life anymore. Even if they are victorious…this could be the last time he would see the blue pegasus in front of him. He looked into her eyes with a sad smile "Rainbow Dash…"

"Yeah…" she said silently.

Starscream flew closer to her and placed his hoofs around her and pulled her close. Rainbow returned the smile and got closer and finally closed the gap between their muzzles. It was a kiss that said everything else that need to be said. Even the gunfire and everything was not heard during it.

They pulled away and looked at each other in the eyes again. Both held a mix of a relief but also sadness. Just then, a brigade of laser fire it the building they were at. Rainbow pushed the ex-seeker out of the way and both landed on the roof "I got the ground forces!" Rainbow declared pulling herself off.

Starscream nodded getting up. They didn't anymore time for this "Got it! You're All Mine Megatron!" And with a battle cry he flew up into the air and braced for battle.

"…You get'em Screamer…" she said flying down to attack the ones currently on the ground. "Time to pay for what you did to Ponyville!"

And with in less than an hour the entire city was engulfed with battle. The crossing between lasers and bullets and rockets were flying around the city. The once greatly populated and beautiful city was now battle scared from the shear firepower being used from both sides. No one was safe; the skies were littered with pegasus and number of seekers and other transformers in the sky.

The ground was not much better. Aside from Thundercracker and Skywarp utilizing a similar strategy they did in Ponyville and performing air strikes, the Constructicons and the Combaticons were also adding to the mix with mostly ground assaults both in robot and vehicle mode.

"Ha, these creatures are more of a handful than I expected." Mixmaster said smirking while firing his blaster pistol at a building were rockets were coming from.

Scavenger dodged a few rockets and return fire at another direction. "Yeah, according to Acid Storm, they've taken out a bit of seekers. It's like it they knew how to take them out."

"Right!" Long Haul said sarcastically coming to assist Scavenger "And they figured this out how? It's just a stroke of luck. There's no way they could make it on the ship. The ship was made so no organics can board it."

Just then a rocket hit the Long Haul in shoulder and he fell grabbing onto the new inflicted wound. "Lucky shot!"

This was answered with another shot and this time in the neck. The other two Constructicons turned to their comrade and to see him injured. Scavenger was also greeted with a rocket as well but in his back leg joint. He fell back landed on his aft. He turned to the origin to see a Black stallion with a blond mane and sunglasses with a smoking rocket launcher over his shoulder with a cigar in his mouth. On top of a building they were using as cover. He also had a small saddle that was on one side.

"You're ass is grass…And I got the weed wacker." The stallion smirked.

"We'll see about that!" Mixmaster yelled firing his blaster pistol at him.

Duke jumped straight into the air avoid the blast fired at him and jumped on the side of him, removed an object, and throw it the side of his neck. Mixmaster tried to grab him but he jumped off quickly and landed on the side of Scavenger and did the same thing. Scavenger attempted to grab him but once again Duke avoids his servo and instead was grabbed by Long Haul. In the process, Mixmaster and Scavenger bumped heads since Mixmaster tried to grab Duke still.

"Not so smart are you, organic?" The construction said but was greeted with rocket to the upper chest, making him drop the stallion.

"Quit wasting my time!" Duke yelled before grabbing another silver object and throwing it on his neck.

At this point, the two other Constructicons came to the side and started to fire at him but rolled to the side and fired another rocket in the chest of Scrapper making fall back holding on to his inflicted wound. Duke pulled the rocket launcher off and through it to the side because he knew he was out of rockets and started running toward the other two bots firing at him.

"It's my way or…" Duke thought for a moment before jumping to the side, dodging a laser from Bonecrusher. He then started running to the side going at top speed as the green bot was firing seemly uncontrollably at the stallion which he was able to dodge but the impact was heavy still. He ran past Scrapper and like he hoped, the trigger happy bot hit him.

"Oh Slag!" he cursed after realizing what he had done and went to help his leader.

Scrapper groaned, being forced to his knees "You dolt!"

It was then that Duke jumped up on the arm of the Contructicon leader and got to the head and through another silver device up to neck of the machine. He then jumped up and before he landed on the side of his shoulder he threw another silver device on his neck as well.

"…Hay it's my way!" Duke said jumping to the ground.

"Enough of this! Contructicons Phase 1!" Scrapper yelled. After being humiliated by one mere pony, he wasn't going to let this or any other pony live to tell the tale.

The other Contructicons obliged and transformed into their vehicle modes and drove in a close formation. Duke had to dodge them as they drove toward their leader. They all got close formation.

"Phase 2!" Scrapper yelled. They all changed for into different shapes till all of them went a formed into their most powerful form; Devastator. Some ponies held their fire as they saw the largest being they have ever seen. It was much larger than the regular transformers it loomed over them with its optic ban with scowl.

"Prepare for Extermination!" The much larger bot yelled as it took a step toward Duke and a building where many ponies were hiding when using their weapons.

"I'm not ready for a gravestone yet." Duke smirked as he pressed a small button on the side of his saddle. "Prepare for Devastation."

It was then a series of explosions occurred all over the much larger machine. The pipebombs he planted seemed to be very effective. Each part of the large combiner had some kind of chain reaction as an explosion occurred at every limb and part of him. Most of the explosions came from inside making then five bots blow out of form, back into their individual robot modes and fell into status lock, unable to fight any longer.

"Mess with the best, die like the rest!" He yelled with a grin. He was surprised, what Starscream told them seemed to be true.

It was just then that this was answered with a brigade of laser blasts being fired from Swindle and Vortex firing at the black stallion. "Damn…" he quickly grabbed his empty auto-loading rocket launcher and ran for cover.

_-Needs to be…20% Cooler -_

Rainbow Dash full just higher over the buildings, hoping to be a good vantage point and hoping to run into any of the ones that attacked Ponyville. That was her weapon now she was focusing so much on revenge now. She wanted to attack Megatron but she would leave that business to Starscream…for now. From what she understood, the two Princesses were adding in the fight as well, she assumed they were fighting Megatron.

"Come on you Cowards!" Rainbow Dash yelled over the gunfire and explosions "Remember me!"

This was answered with an array of lasers fired from two mechanical birds; a red, white, and black one, which she was already familiar with, and a yellow and white bird that looked similar to Laserbeak.

She easily dodged them doing a loop into the air "Alright you little birdy, you're going down."

Laserbeak came toward her with laser blazing but this was easily avoidable with Rainbow's agility. She dodged the incoming fire and then grabbed onto the small bird with her hoofs. She smirked as she grabbed it and then bucked it hard in the small mechanical jaw and made it fall to the ground.

Rainbow smirked as she watched the small bird fall. This victory was short liked by a laser flying by her and barely missed her, scorching a small patch of fur on her neck. She turned to the origin, knowing who it was, and flew downward to avoid anymore fire from the small bird. Rainbow twirled in the air as she did a loop behind the bird. She smirked as she then pulled her hoof down which fired the assault rifle in a short burst.

The set of fired projectiles at the bird in the back small engines and made them fall out of the sky. Rainbow smirked. Both the birds were still alive but they were no longer battle ready.

"Now where are-" she was interrupted with a loud cracking boom knocking her out of balance. She twirled and started to regain control "What the hay-"

"This one's got some spunk." Rainbow turned around to see blue transformer. He looked a lot like Starscream before the transformation into a pony but was mostly a sky blue, close to her fur color.

"Not really impressed there Thundercracker." A sneaky voice said. Just then right in front of her next to blue jet was black and purple jet just appeared, clearly teleportation.

"Well she won't be around much longer Skywarp." Thundercracker sneered as he raised his shoulder blaster and fired.

Rainbow easily dodged incoming blasts as she had done through most of the battle flew toward the blue seeker and like she did to Starscream looped around him and upper hoofed him and then flew off.

"Good work!" Skywarp mocked. "You blew it, but I won't!" The black and Purple seeker let his arm out and fired out a heat seeking missile. The female pegasus smirked as the large metal projectile fired at her. She moved fast and was able to get her hoofs on the missile and was able to control it by apply pressure to it. She pushed back on the rocket and made it turn the other direction and aimed it toward the seeker who fired it.

Skywarp panicked but quickly teleported out of the way leaving Thunchercracker alone. Rainbow Dash jumped into the air getting off of the missile and let roam to the strongest heat source in front of it, Thundercracker.

Before the blue seeker could react he was directly hit in the cockpit with the missile fired by his own partner. "Ah!" he fell to the ground though was still conscious.

"I guess I should've expected that…" Skywarp groaned before turning back to the smirking blue pegasus.

"I bet you think you're so smart don't you organic? We'll see about that!" Skywarp raised both his should blasters and started firing rapid fire on them.

"Whoa!" Rainbow cried flying away from rapid laser fire. She flew downward and flew into the streets just a little above the ground. The black seeker transformed to vehicle mode and followed after her.

The two of them raced in the streets. Rainbow was strategically going in-between buildings. Rainbow had far better agility that a fighter jet be however Skywarp had the advantage of teleportation, so this didn't serve to be much of an advantage for the blue pegasus.

After a few minuets of this, the black seeker finally was able to teleport in front of the blue pegasus. Rainbow tried to slow down and did so by sliding into the ground falling on herself in a roll. "That didn't work." She said looking at her predicament.

"You played a good game. But I've had-" he was cut off with a large piece of a building being thrown into his face. "Ah, what the-" he was hit again with another piece hit him in the face, this time hitting to the ground. Rainbow shook her and, taking advantage of the situation, jumped up into the air and looked at were the projectiles came from.

"Over here!" Rainbow looked over to see Twilight on top of stairs by the entrance of a building. "Get going, I'll take care of this one."

Rainbow smiled, Twilight was such a good friend "Got it! Thanks Twi!" and with that she dashed off.

_-Everyone has a weakness. Yeah? Well not Megatron!-_

Princess Luna blasted away from a direct shot and hit into a wall. She groaned in anger and looked up at the powerful Decepticon leader "Thou may be powerful, but you have yet to feel our full power!"

Megatron laughed at the claim "I'll admit you certainly are more entertaining than Celestia, but are no more of a threat to me than any of the other organics that stood in my way before." He smirked as he raised his fusion cannon "How about using of the worthless 'spells' again?"

Luna quickly got to her legs, utilizing her wings to get much quicker and with a bright glowing horn, used a spell to teleport out of sight.

Megatron had to admit he didn't expect that "Teleportation? I'm impressed. Though I wouldn't get my hopes up, this trick is rudimentary in battle."

This was replied to him with a piece of debris hitting him in the back. Megatron growled as he took a few steps forward then turning around and aimed his fusion cannon. He looked up to see Luna on top of a small building holding another piece of debris with her magic. It was quickly tossed at him.

Megatron acted quickly activating his energy mace smashed the incoming projectile with it. He quickly counters the attack by firing his arm cannon once again at the night princess. The destroyed piece of debris blinded her and didn't see the blast coming. It hit her across her wing, causing a small injury but was still painful.

The white Decepticon leader then jumped up to her punched her off the building to the ground to were they originally we're fighting. Megatron chuckled darkly "You're pathetic. First, Celestia was quickly disregarded and now you're on your last leg…" He jumped off the building and walked down to the lying down Night Princess. She tried to move but was stopped by Megatron's large foot keeping her down by her neck "But know that I am not without mercy…" Luna kept a scowl "Surrender your planet and I can promise that things will go much smoother."

"MEGATRON!" a voice yelled. A voice that sounded somewhat familiar.

The Decepticon leader turned around to see silver pegasus with two guns on his back hanging on his sides with scowl hovering.

Megatron laughed "You make me laugh organic. You remind me of so many Autobot fools I have faced in the past."

"Perhaps" the pegasus began "Shame the Autobots had a more pleasant experience than your own men."

Megatron's confidence fell, staring at the pegasus's after his statement. "Who are you?"

"Surly you'd never forget your most trusted and more obedient Second-in-Command." The pegasus said with a huge smirk.

Megatron glared at the pegasus but then turned into smirk "Well, if it isn't my favorite traitor. I always figured you'd betray me by defecting. But I always figured you were above these lower organics. I see I was wrong."

"I'm not afraid of you anymore…I will destroy you! I will get revenge for what you did to me and this planet!" Starscream yelled flaring his wings faster.

Megatron laughed at the threat "You're less of threat to me then when I thought you were dead!" he then raised his primary weapon "I'm just shocked you finally decided to grow a vertebra."

Starscream yelled out and fired the two miniature null rays at the Decepticon leader. Megatron was hit but like Starscream expected, they didn't show any major effect. In fact they were probably ineffective completely. Megatron once again activated his Energy mace from his hand tried to smash the small pegasus but smaller size made it easier to be more agile and was able easily dodge the attack.

After Megatron slammed it into the ground, Starscream flew around it and fired a brigade of lasers upward and hit him the face making him back off. Despite being a much less effective than Starscream's normal null rays, they still had a slight numbing, paralysis effect. Megatron got up and swung the mace around the side to where Starscream was. The ex-Decepticon flew back avoiding it but there was a gust of wind causing the pegasus to loose a big of control.

Megatron acted quickly as he dissipated his mace and with his servo, slammed him into the ground. Starscream lied on his back but then rolled off since his now destroyed null rays since they broken pieces were now on his back. He groaned as he tried to move but this was stopped by a loud stomp (not to mention the vibration he felt from contact) behind him. He turned his head over to see Megatron right over him with his fusion cannon aimed right at him.

"I must say, you actually trying is far more amusing then when you ran away." Megatron smirked. He turned back to see the still ground Princess Luna, who was still trying to stand, but then turned back to Starscream "You'll never be able to defeat me Starscream…and I'm to make sure that will always be the case."

Starscream growled in anger as he looked at the weapon that was going to end him. He couldn't believe this, Megatron was going to be the one who ended him. Weather it have been with the Decepticons or the ponies he hoped it wouldn't be by Megatron. He wasn't afraid anymore of him, in fact, he'd rather die, and with the experience he had now with the ponies than live another 2,000 steller cycles under his leadership. He had to snicker at the thought.

"Back off!" Megatron turned to be greeted with a rainbow blur hit him across the face. Before the leader could react he was hit again with another punch across his faceplate. Starscream tried to move away but the pain was excruciating to say the least. He figured this is what Rainbow Dash felt when they fought.

"You foolish organic! No does this to Megatron and lives to tell the tale." Megatron yelled as he arm about to stop the rainbow blur. Rainbow slowed down avoid the attempted attack, this stopped her endless assault from her hoofs. "Well we have another fool who wishes to die at the hands of Megatron."

"Phft, right, you're not going to finish anyone off! Heck, Starscream put up a better fight then you have!" Rainbow mocked.

Megatron's smirk turned into a glare as he lifted his fusion cannon and fired toward her but she dodged it, though she noticed that she nearly didn't, this was different from Starscream's Null Rays. "You will not compare me to that worthless piece of scrap!"

Rainbow went by fast avoiding Megatron's second shot fired at her. She fired a few rounds at him at several points but it proved to be even less effective than Starscream's mini null rays. "You think these puny weapons would harm the Almighty Megatron? You're bigger fools than I could have ever imagined!"

He fired his might weapon once again and again Dash dodged but the blast hit a building right behind her. The explosion had a very strong impact and knocked her off. Megatron quickly grabbed a hold of the small pegasus with his hand slammed her in the ground.

Starscream watched the whole confrontation between the two. He tried to call out to Rainbow to not interfere but he was having a hard time breath and talking was much hard to perform. He knew Rainbow didn't have a chance against him, he was their only chance since he knew Megatron and even he couldn't beat him.

"You have sprit young pegasus. No doubt about that, but that alone will never stop the mighty Megatron…" He pressed down further into the ground crushing Rainbow into ground. She screamed out in pain from him slowly crushing her deeper into the ground.

Starscream watched as he saw Megatron just grinning evilly as he slowly crushed the pegasus with sadistic pleasure as he slowly crushed her. Starscream looked at Rainbow as she screamed and tried to fight out of it to no avail. Starscream pushed as hard as he could to get up, not even the enormous amount of pain he was feeling from his own injuries were enough to stop him. He grinded his teeth hard as he glared at Megatron, his eyes glowing bright red as he got closer to him.

"You're nothing, you miserable organic. Your army is pathetic, your weapons are weak, and your own rulers are unable protect you." Pressed further as Rainbow tried to fight out with tears coming out her eyes, she tried to fight out as Megatron continued to break her both emotionally and physically. "You'll have to end your pitiful life knowing that-" He was stopped with a force that pushed him off of her and forcing him off.

Rainbow opened her eyes with still teary eyes as she looked up. Her eyes went wide as she looked up at what she saw. Megatron turned and looked up and saw something that he didn't expect.

"You're going to pay for this Megatron…"

Rainbow, Luna and Megatron looked to see what they didn't expect; it was Starscream…in robot mode. He stood tall with his optics bright red.

Starscream screamed as he tackled Megatron back to the ground held him down "I will destroy you!"

Megatron lifted his leg and pushed Starscream off thus knocking him back to his feet "You really think that you have much of a better chance in your pathetic robot mode?"

Starscream didn't even answer as he raised his null ray and fired it at his leader. It was a hit, and unlike his miniature rays, these had more effect and a punch. He was hit in the arm making fall back and Starscream once again tackled him. But Megatron was much stronger than him, he quickly reacted with his working arm grabbed the seeker and threw him over him to the side. The Decepticon leader raised his fusion cannon but Starscream was faster, he quickly fired his null ray at the Megatron again making loose focus. The seeker ran toward with a punch ready but Megatron quickly flew to the sky aiming his fusion cannon at his former Second-in-Command. He fired as he reached an altitude Starscream avoided the blast and flew into the air to combat his former leader.

"Starscream…" Rainbow Dash said silently, not even trying to get out of her injured position.

"It seems that Starscream is particularly close to you." Rainbow looked over to see a limping Luna coming toward her. "Twilight did seem to make that clear that you were close."

Rainbow used one of her hoofs to dry her tears and looked to the Princess of the Night "Yeah…something like that…"

"Not just a mere something Rainbow. A transformation spells like that is permanent and can't be broken with mere magic itself." Rainbow looked at her wonder as Luna used her magic to move Rainbow to a more comfortable and more beneficial position for healing.

"Yeah. What happened to Celestia? Is she-"

"My sister still gravely injured by Megatron. She teleported out when I told her to hide." Luna then thought of that. It was the first time in awhile that she didn't question her when she told her to do something.

Rainbow nodded lightly looking back up at the battle between Megatron and Starscream.

_-My Day will come Megatron-_

Both Starscream and Megatron continued their fight in the sky, flying all over the war battle grounded Cantorlot. Both machines were constantly unleashing their firepower against each other. But in battle, bother were very different. The air was Starscream's most preferred battle ground and speed and agility was his strongest attribute. But Megatron was a fair all around type fighter and while he lacked speed, he made up for with sheer strength and enormous firepower.

"Megatron? I thought he was fighting the Princesses?" Astrotrain said looking up from the fight on the ground.

"Yeah, but he's out here…and is that Starscream, Starscream?" Shrapnel asked as he looked as well from the fire fight they were at with the ponies. Some of the ponies also looked up at the fight and were just as confused.

Applejack ran across the town with a cart full of equipment to see Twilight looking over a wounded guard. "Twilight!"

"Applejack? Are you okay?" She asked, she was a field medic right now after all.

"Yeah, yeah, Ah'm fine, look!" she pointed her hoof into the sky. Twilight did as instructed and noticed the fight between the two mechs.

"Is that…Starscream?"

It seemed as if the entire fight stopped right there watching the two mechs. It was clearly a sight that no one there was expecting, while not all of them were totally aware of what the gravity of the situation was, but they knew that one of them was on their side, one way or another.

Starscream flew forward and tried to punch Megatron but he caught it quickly, he tried with his other arm but was also stopped by Megatron's other servo. "For the first time in your entire existence, you actually show some courage…and even then you are nothing to me."

This was not at all true. Both of them were severally damaged from their own brawl. Both had many cracks in their armor with fluids coming out of them, both of them had exposed wiring and other deep exposed interior workings with chunks of their frames gone and ripped.

Both of them were high in the sky this battle looked position, with only their jet boosters keeping them up in the air. "I knew you drove on such petty desires…but I would have never expected that a mere worthless organic would be the motivation needed to get you to fight like a real solider."

"I found something I would never find with you or in the Decepticon ranks!" Starscream growled as he tried to push forward.

"Petty affection…I'm starting to think I thought too highly of you all these steller cycles…you always find new ways to amaze me."

Starscream smirked to which Megatron lowered his grin "I always was your favorite toy…" he chuckled darkly "I'd rather be terminated trying to protect these organics than spend another astro second under your command. May Primus watch over the Decepticon army…when lead under you, because under your leadership…I will always win…the Decepticons will always be defeated…under you."

Megatron growled in rage as he released one of Starscream's fists and as hard he could punched the red seeker across the faceplate, knocking the seeker of his balance in the air. The leader then quickly grabbed a hold of Starscream's wing, quickly pulling him back and punching him even harder to the point he broke his left wing off. Megatron fell back quickly aimed his fusion cannon at the falling seeker.

Starscream growled as he did his best to look up at his former commander aiming his null ray. First Megatron fired his massive weapon to which Starscream fired his null ray, both hit their targets. The blast his Starscream direct dead center in the cockpit blowing him backward. The null ray traveled inside Megatron's cannon and caused a chain reaction which caused the cannon to explode, blowing away his arm, part of his mid-section and part of his helmet. Both were out of control as they fell from the sky neither of them able to prevent their falls from the great height they reached.

All the ponies and all the Decepticons stop the fighting as they watched their leader and their possible savior fall straight to the ground. Neither of them continued the fight and both of them fell far away from each other as they both landed on the opposite ends of Cantorlot.

"No…" Rainbow said as she saw Starscream fall a great distance away from where she and Luna were at. "No…NO! STARSCREAM!"


	13. Worth

**Chapter 13** Worth

"Megatron." Soundwave ran to his fallen leader who was flat into the ground. His damages were extensive. His right arm was completely gone as well as part of his midsection with the side of helmet blown partially off. On top of all that the damage Starscream did to him was still evident and showed that he put up a very good fight.

Megatron groaned as he looked up to his communications officer. He coughed up so fluid "Forget…forget about this… miserable…"

Soundwave let off a couple rounds at a small ground of approaching ponies. "Megatron, damage: Extensive. Equestira's defenses were not properly calculated. Recommendation: Retreat."

Megatron growled as he tried to roll on to the side. He couldn't believe this. A primitive planet with next to no advanced technology and to top it all off, Starscream put him on the verge of being put offline. That in of itself was a personal insult. He didn't have much to gloat now. "Press…on…"

Soundwave didn't seem to listen as he continued to fire "Additional Reinforcements, neutralized."

Megatron used his arm to lean up and looked at the destruction. The Decepticons were falling back. Most of the seekers were down, both the Constructicons and the Combaticons were too damaged to form their combined forms, the Insecticons were also on their last legs and the only one to really not have any major damage was ironically Astrotrain.

The proud leader couldn't believe this. Even with the Autobots out of the way, all it took was a mere defection within his ranks and a bunch of primitive ponies to defeat him. He looked back up into the sky. He could still see the ion trail the he and Starscream made when they fell from the air. He chuckled at it

"For the first time… I'm impressed…Starscream" he said silently before looking up to Soundwave "Soundwave…order the…retreat…forget this mudball of a planet…"

Soundwave nodded "Decepticons, Retreat."

Astrotrain fired his blaster a few more times before transforming into his train mode and start getting out of distance. The seekers all jumped into the air into their vehicle modes and flew away as all the ground units ran into the back of Astrotrain.

Soundwave grabbed a hold of Megatron and carried him as Thundercracker backed his up as they all got to the triple changer safely. "Astrotrain, retreat."

The purple and grey train did as ordered and drove out of the city before transforming to space shuttle mode and flying off the planet. They were attacked by a few pegasus but Astrotrain's armor was able to resist the simple gunfire from assault rifles.

"Is that it? We're just giving up? What about-" Scrapper was shut up by a death glare from his leader.

"This planet has no meaning to us…we will continue our efforts on Earth…"

At Canterlot all the ponies cheered over their victory. The damage that occurred to the city was extensive and many ponies were gravely injured and many in critical condition, but they won. The Decepticons retreated thus leaving all of them with their planet. All the guards and volunteer ponies were jumping into the air over their victory, the planet was safe.

"We did it!" Pinkie Pie yelled jumping out of her cart of equipment she was pulling and starting jumping around excitedly "We did it, we did it, we did it!"

"I must say it is indeed a victory but I wish we came out much cleaner. I most certainly hope that something like this never happens again." The white unicorn said looking at her now blackened coat of fur.

Fluttershy walked out of a building with various wraps and an open bag of medical equipment in a saddle "Oh thank goodness it's over."

"Good work everypony! We sent them ironed out hides out of Equestia!" Applejack praised while doing a loud 'Yeehaw!'

Twilight smiled brightly, keeping to herself looking into the sky where Astrotrain and the other seekers were escaping. For some reason, this felt like a bigger accomplishment than it did when they faced Nightmare Moon and Discord. Perhaps it was because of the fact that they were actually weakened. They couldn't use magic and that in of itself was huge disadvantage but also what they were facing were mostly beings they could never fight without their magic.

She turned slightly into the darkened evening… "Oh… Um…girls, where's Rainbow Dash."

_-Just outside the boundaries of Canterlot-_

Starscream was on his back, severally damaged from his assault against Megatron. Aside from the large hole where his cockpit used to be, he still has many damages to his armor and interior damage that happened from the fight. Parts of himself were missing, not to mention once again having one of his wings torn off.

He couldn't help but smile despite all damage he'd taken and possibility that this may be the last moments he'd have before his spark was extinguished. He could hear all the ponies cheering, thus telling him that he accomplished what he was trying to do. For the first time he faced his former leader with all his natural abilities and didn't hold back, he was no longer afraid to face him, and he drove him back. And to top all off, he knew his friends and Rainbow Dash were safe. She made all this pain he was going through worth it. From turning into a pony, flying, prepping for battle…he wouldn't do anything different than what he did. He closed his optic covers slightly with his smile brightening.

"Starscream!" he turned to see Luna land while Rainbow Dash was on her back. Her injuries were making it difficult to fly so Luna flew her over.

Rainbow jumped off of Luna's back and ran (limped) to see the grounded seeker. She got close to his face with a worried look but glared at him at the same time "You just couldn't let me be could you!" she yelled.

Starscream didn't say anything and Luna merely watched with a neutral expression. "Now look at you! You're now blown…to pieces…and now" she was sobbing in-between her rant trying her best from full out crying "This could just…"

"It was necessary…"

"Necessary! How in the name of Celestia and Luna is-"

"Megatron…would've kept fighting…plus" he stopped as he opened his optic covers again "This…is my new home…defense for it is needed…" he stopped and gave a weak smile directed at her "I'm not by any means the most loyal of the Decepticon army…but I did remain loyal…to Equestia and the element of loyalty…"

Rainbow finally gave in as she finally let out her emotions on the side of his large metal face. Luna walked over to the metal giant that defended their planet "Starscream…" Starscream only blinked "Thou's deed has made a debt to which must be paid. But we of Equesria are not with the ability to heal you in this form."

Starscream sighed…he only closed his optics and let out a breath. It was then he started to quickly glow. Rainbow took a step back as she saw him glow for a moment, it was similar to the one when Celestia shot him. After the glow went away, it was Starscream…in pony form.

The stallion groaned, since his injuries from before the transformation returned, though this was minor compared to the pain he felt as a transformer a moment ago. As he looked up to see Rainbow…at normal size for him, he smirked looking at the tearing but smiling blue pegasus but this was returned with light hoof to the face. She then went up and nuzzled him.

"Sister?" Luna said looking up to see her sister flying with her glowing horn. "Are you alright?"

"I am still recovering but I should be fine." She turned to see the once again pony on the ground with a supporting Rainbow Dash "I have returned you back to a pony Starscream." Both Rainbow Dash and Starscream looked up to her "I feel that you have indeed earned our great gratitude."

This speech was interrupted with a large group of ponies running to them "Princess, is everything-"

"Everything is fine my faithful student." She said and pointed with her hoof.

"But…wasn't Starscream a machine a moment ago?" Twilight asked her teacher.

"For a time. He must've broken the spell and I returned him when I saw his damages…"

"But how'd he break it in the first place?" The famer mare asked.

"Believe it or not, there a different types of magic. Friendship is Magic…but there are others magic and Starscream and Rainbow Dash have discovered." Luna explained while she stood by her older sister.

Fluttershy ran to go aid the stallion pegasus because of his condition and performed her duties that are both as a field medic and as her caring self. "Oh dear, this is very extensive. I'm afraid I can't help much here. We'll have to take him to a hospital."

_-Several Hours later-_

Starscream was put inside a small medical room inside the palace. Operating was for many hours behind close doors. While for the most part Starscream's injuries were equivalent to what he did to Rainbow Dash, he was still put under extreme care since this was a hospital.

Rainbow Dash was just really sore. She was given a few heat and ice packs to reduce the swelling. She had no broken bones or any major bruises or injuries. Most of the soreness came from Megatron just pushing her into the ground slowly but Starscream got her out of that before he caused any serious injury.

The mane 6 were waiting outside the operating room for him to come out. They were pretty sure he was alright now. When he returned to pony form, he didn't look nearly as bad as he did in robot mode. Rainbow was away from the rest of the group by the operating room waiting for Starscream or the doctors to immerge.

"Don't worry Rainbow." Applejack began "You pulled out of this, I'm sure 'ol Screamer will too."

Rainbow turned to her and her friends that were on the other end of the room "I know…it's just."

"What is it Rainbow Dash?" Twilight asked concerned.

"It's just that…since I've been getting closer to Starscream, I've just started to feel…I don't know…closer. And with the battle and everything-"

Rarity smiled knowing this was like so many novels that she had read as Fluttershy went over to comfort her friend "Oh, I may not know entirely what you are going through Dash, but the way it seems is that…well…" she struggled to find the right words "You may be where Macintosh and I are at now in our relationship."

Rainbow wanted to blow it off but…she was right…she cared deeply for the once again ex-seeker. And considering when the battle began he kissed her only confirmed that he returned those feelings. "Well, I guess I do have it bad for the stallion."

"Aw." Applejack teased "It's alright sugar cube, if anything you should be happy that you're with the new pony. In all honesty, you should be happy that you found a stallion that was willing to do all that fur yah. Don't let something like be over looked."

Rainbow smiled at her friends "I won't. And I'll make sure that he doesn't either."

The six of them giggled at once thus bringing the blue pegasus back to a more cheerful mood. The group then continued to wait with small conversation or just remaining silent. After about half an hour passed, the operating room doors opened revealing a white stallion Earth Pony with a doctor's outfit.

"How is he doctor?" Twilight said getting out of the chair and the others followed suit.

"He'll be fine." The doctor said with a smile "A few cracked rips, several broken wing bones and this will lead to pain for some time but is expected to make a full recovery, but his other injuries were minor and will heal quickly."

"Is it alright if we see him?" Rainbow asked.

"Oh certainly" The doctor said "We're currently double checking the X-Rays and should be able to see visitors."

Within a few moments the six of them were taken inside to see the stallion. The room was just a basic patient's room with an empty bed with a curtain covering it. There was another doctor and a nurse there looking at a few papers but quickly vacated when the six of them came in.

"Right this way" the doctor said with a nod.

"Thank you!" Pinkie said with a little skip. The doctor only nodded again closed the door.

Starscream was in a similar shape Rainbow Dash was when she fought him; splinted wings, bruises, cuts, and his back was torn up thanks to the use of his ineffective Null rays and them being crushed. Despite all this, he seemed to be in a living condition.

"Ya'll feel okay sugar cube?" Applejack first asked.

Starscream only smirked at her as he sat up on the bed "Primus knows I've been better, but I think I will be okay. I just wish repairs could have passed by smoother."

Rainbow chuckled at his wording "If you mean operating than yeah probably." She next to his bed "What did the doctor tell you?"

"That I'm going to be here for awhile." He shook his head with an annoyed groan "I guess that could have gone on the battlefield."

"Oh don't be so hard on yourself. You were able pull back the Decepticons when you fought Megatron and you saved all of Equestria." Rarity intervened.

The stallion chuckled "I just glad I finally was able to fight Megatron with my full potential and show him that I am not as weak as he thought he made me."

"You were never weak." Rainbow said suddenly. Starscream turned to her and the impression he gave showed he disagreed. "I mean, not since you came to Equestia. But even then, you stood up for what you believed in, no matter what the odds. And you did it kicking butt!" she motioned with her hoof.

Starscream snickered and this was greeted from a nuzzle from the blue pegasus "And besides" she added "If you're going to be taking me out, you're going have be."

The ex-seeker only sighed looking up at the roof "Primus help me…"

The others just giggled.

_-Canterlot, Palace-_

Princess Celestia was in her own bedroom overlooking a few books on her bed. There were a few of Twilight's and her friends' Friendship reports but most of them were on the floor as they were quickly discarded. Her injuries were not severe, in fact Luna's injuries were worse than hers but she was still required a little time to heal.

"Cybertronains…" The day Princess began looking through one of the various books. She kept her gaze looking through her private collection of research that no one, not even her sister had access to.

"I may not have Twilight's Co-operation as I had hoped, but perhaps Starscream's and the Decepticons coming here wasn't such a bad thing."

She looked at the book which depicted a large looking planet with two huge horns on the front of it as well as mouth in the middle of the two horns and a ring that encompassed the whole planet. Beside the book was the necklace that were used to utilize the Elements of Harmony's power.

The princess smirked with a grin, turning out of bed and looking at the night sky "Arise…Unicron…"

_-Three Weeks Later-_

I've been through one pit of a week, or should I say hay? Oh what's the difference? But I guess I'm going to have to get used to it eventually, there's no turning back now. What's done is done and I can't change anything now…ironically, this is the only time in my existence I can think of where I believe I had made the right decision with no regrets.

I looked over the organic primitive town that I could see from the air perfectly. It's strange to see a town like this when majority of one's time has been on other planets but I'll adapt as I have with the others.

"There you are!" I turn around to see a cyan female pegasus with a rainbow mane fly toward me "You know I've been looking everywhere for you! It's time get some sleep, weather patrol isn't going to be easy tomorrow!"

I sigh, new duties, new position, all things I had to get used to…

I followed the blue pegasus back to her simple but livable accommodations. This took a little time getting used to, as a Cybertronian I didn't have the ability to walk on an accumulation of water in the sky.

"Come on Screamer." Rainbow yelled tauntingly "Get to bed, or tomorrow the sky captain will give you something for your namesake." I only chucked at the threat as he walked up to her "Before you go, what were you doing out there?"

I chuckled "Well let's just say that a permanent life alternation has been…exciting the last few weeks."

"I would imagine." Rainbow said. "But I'm sure you'll adapt within time." She gave him a quick kiss and I returned it "Come on, we better get to bed."

We both separated to different rooms. Even though we're romantically involved, we both felt that this was something that would not be taken lightly, and as such I now have the guest bedroom as my personal quarters.

He crawled into bed and closed his eyes as he put the covers over him. This really was an exciting month. His whole world was changed upside down and he had changed as well. Not just physically but personally as well. Since the Decepticons were out of the picture, he had nothing to get power greedy for, and he had something he probably had always been looking for…but never came across it till now.

"Primus or Celestia or Luna or whatever works in mysterious ways…" Starscream snickered at the thought.

* * *

><p>Well thank you all for enjoy this story. I am going to touch up on all the grammatical errors. Yes a squeal is planned as you can tell from the ending. And that means more ponies, more Decepticons, and introducing...the Autobots! Although it will be some time later, I want to finish 'Adventure of Duke Hoof'em' first and I got a few one-shots in mind. Anyway, Thanks you all for your comments! I'm really, really happy this went over very well. TILL ALL ARE ONE!<p>

Disclaimer- I have no rights or ownership of Hasbro's Transformers or My Little Pony franchises. I have no rights or ownership of 3D Realms/Gearbox Software's Duke Nukem Franchise.


	14. Epilogue Celestia's Point of View

**Epilogue** Celestia's Point of View

It's been how long? What seemed like almost two years has passed…and nothing changes since then. I've changed…but I don't want to…I don't want any of this.

It was shortly after Twilight and the others vanquished Nightmare Moon. Of course I was happy to have my sister back and happy to share the power once again…but it changed… After a month or so I started to feel headaches, I felt tired all the time and food didn't seem to satisfy any kind of hunger I felt. Eventually, they passed but…I noticed how I started to change in mind.

I started to feel…greed. I wanted all the power back…but I didn't. It seemed that in my mind I wanted it all back. I controlled when the sun and moon were to shine, I didn't have to share it. That's what seemed…but it my heart I wanted no such thing. I love my sister; I want to rule by her like we've been doing again.

Within time, I started to feel cold. I started to disregard Twilight's Friendship reports. I thought that her friends input on Friendship would help but I started to do the same with them as well. When I tired to read them, I would feel sick, even when I thought that they were learning very important lessons. Not in disgust but physically.

Within time I looked over a vast collection of books that my mother gave me. In time I'm supposed to share this collection with my sister but…I still haven't…it's mine…that's what my mind says. The collection of books where of many one of a kind, they were all created by a number of explorers and scientists and one book by these people exists. I found myself looking at these books, I would actually forget to raise the sun and Luna had to remind me.

Within time I started to find more interest in one that talked about when they saw two mechanical beings that landed on the planet. There were sketches of them in the book. Little did I know that I would see one of them in person very soon…

When I learned of their existence, the talk of a large powerful mechanical being seemed not so farfetched, it was merely a sighting and sketch was also in the book… The book didn't have a name but from deep in my mind I heard and felt the name…Unicron. I didn't want to believe such a monstrous being could exist…I wanted it's power…I wanted all of it's power… This was the first time in so many years I felt completely helpless.

As time went on further…it only seemed to worsen. I wanted more than devastating power, I wanted authority…more than Equestia could offer. Ever since I learned that there are in fact aliens and other planets with race to command…I wanted it. But not in my heart, I wanted to stay where I was supposed to be. But I wanted it all somehow.

When the Transformers first came to Equestia I actually tried to kill them. I never wanted to do that to anypony or anything. When confronted with Starscream, I tired to make him disappear from existence…and it only turned him into a pony, both times. I felt a need to remove him from existence! But I'm so happy that Luna's theory seemed to be correct, that they are somewhat immune. And Starscream's prolonged exposure to the planet seemed to have only very mild effects of magic, so I didn't kill him…I don't want to kill him…but my mind did.

What made me terrified was that this all felt like free will. It doesn't feel like I'm not in control…I feel in control but… it's like…a Nightmare…

* * *

><p>Well I guess I was being a little too vague at the end and many people understandably got the wrong idea. So I decided to explain it better without actually giving it away...Though I feel I now made it too obvious but whatever. Anyway, hope this clears everything up.<p> 


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